ASSETS OF THE ISSUER OF ANY SUCH SECURITIES AND (III) THE
EXECUTION, DELIVERY AND RECORDING, IN CONNECTION WITH ANY SALE OR OTHER
DISPOSITION OF ANY COLLATERAL, OF THE ENDORSEMENTS, ASSIGNMENTS OR OTHER
INSTRUMENTS OF CONVEYANCE OR TRANSFER WITH RESPECT TO SUCH COLLATERAL; AND
(B)
TO THE EXTENT THAT THE GRANTORS' AUTHORIZATION GIVEN IN §3 IS NOT
SUFFICIENT, TO FILE SUCH FINANCING STATEMENTS WITH RESPECT HERETO, WITH OR
WITHOUT THE GRANTOR' SIGNATURE, AS THE PURCHASERS MAY DEEM APPROPRIATE AND TO
EXECUTE IN THE GRANTOR'S NAME SUCH FINANCING STATEMENTS AND AMENDMENTS THERETO
AND CONTINUATION STATEMENTS WHICH MAY REQUIRE THE GRANTOR'S SIGNATURE.
13
16.2.
RATIFICATION BY GRANTORS. TO THE EXTENT PERMITTED BY LAW, THE
GRANTORS HEREBY RATIFY ALL THAT SAID ATTORNEY SHALL LAWFULLY DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF. THIS POWER OF ATTORNEY IS A POWER COUPLED WITH AN
INTEREST AND SHALL BE IRREVOCABLE.
16.3.
NO DUTY ON PURCHASERS. THE POWERS CONFERRED ON THE PURCHASERS
HEREUNDER ARE SOLELY TO PROTECT ITS INTERESTS IN THE COLLATERAL AND SHALL NOT
IMPOSE ANY DUTY UPON IT TO EXERCISE ANY SUCH POWERS. THE PURCHASERS SHALL BE
ACCOUNTABLE ONLY FOR THE AMOUNTS THAT THEY ACTUALLY RECEIVE AS A RESULT OF THE
EXERCISE OF SUCH POWERS AND NEITHER ANY PURCHASER NOR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS SHALL BE RESPONSIBLE TO THE GRANTOR FOR ANY ACT
OR FAILURE TO ACT, EXCEPT FOR SUCH PURCHASER'S OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
16.4. PURCHASERS HEREBY AGREE THAT THEY WILL NOT EXERCISE ANY RIGHTS CONFERRED
BY THIS SECTION 16 ABSENT THE OCCURRENCE OF AN EVENT OF DEFAULT.
17.
REMEDIES. IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, THE PURCHASERS MAY, WITHOUT NOTICE TO OR DEMAND UPON THE GRANTORS,
DECLARE THIS AGREEMENT TO BE IN DEFAULT, AND THE PURCHASERS SHALL THEREAFTER
HAVE IN ANY JURISDICTION IN WHICH ENFORCEMENT HEREOF IS SOUGHT, IN ADDITION TO
ALL OTHER RIGHTS AND REMEDIES, THE RIGHTS AND REMEDIES OF A PURCHASER UNDER THE
UNIFORM COMMERCIAL CODE OF THE STATE OR OF ANY JURISDICTION IN WHICH COLLATERAL
IS LOCATED, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO TAKE POSSESSION OF THE
COLLATERAL, AND FOR THAT PURPOSE THE PURCHASERS MAY, SO FAR AS THE GRANTORS CAN
GIVE AUTHORITY THEREFOR, ENTER UPON ANY PREMISES ON WHICH THE COLLATERAL MAY BE
SITUATED AND REMOVE THE SAME THEREFROM. THE PURCHASERS MAY IN THEIR DISCRETION
REQUIRE THE GRANTORS TO ASSEMBLE ALL OR ANY PART OF THE COLLATERAL AT SUCH
LOCATION OR LOCATIONS WITHIN THE JURISDICTION(S) OF THE GRANTORS' PRINCIPAL
OFFICE(S) OR AT SUCH OTHER LOCATIONS AS THE PURCHASERS MAY REASONABLY DESIGNATE.
UNLESS THE COLLATERAL IS PERISHABLE OR THREATENS TO DECLINE SPEEDILY IN VALUE OR
IS OF A TYPE CUSTOMARILY SOLD ON A RECOGNIZED MARKET, THE PURCHASERS SHALL GIVE
TO THE GRANTORS AT LEAST TEN BUSINESS DAYS PRIOR WRITTEN NOTICE OF THE TIME AND
PLACE OF ANY PUBLIC SALE OF COLLATERAL OR OF THE TIME AFTER WHICH ANY PRIVATE
SALE OR ANY OTHER INTENDED DISPOSITION IS TO BE MADE. THE GRANTORS HEREBY
ACKNOWLEDGE THAT TEN BUSINESS DAYS PRIOR