WITH REGARD TO THE COLLATERAL OR ANY PART THEREOF.
THE
POWERS CONFERRED ON THE SECURED PARTY HEREUNDER ARE SOLELY TO PROTECT THE
SECURED PARTY'S INTERESTS IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON
THE SECURED PARTY OR ANY SECURED PARTY TO EXERCISE ANY SUCH POWERS.
THE SECURED
PARTY SHALL BE ACCOUNTABLE ONLY FOR AMOUNTS THAT IT ACTUALLY RECEIVES AS A
RESULT OF THE EXERCISE OF SUCH POWERS, AND NEITHER IT NOR ANY OF ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS SHALL BE RESPONSIBLE TO ANY GRANTOR FOR
ANY ACT OR FAILURE TO ACT HEREUNDER, EXCEPT FOR THEIR OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
12.
POWERS COUPLED WITH AN INTEREST.
ALL AUTHORIZATIONS AND AGENCIES
HEREIN CONTAINED WITH RESPECT TO THE COLLATERAL ARE IRREVOCABLE AND POWERS
COUPLED WITH AN INTEREST.
13.
EXECUTION OF FINANCING STATEMENTS.
PURSUANT TO SECTION 9-402 OF
THE CODE, EACH GRANTOR HEREBY AUTHORIZES THE SECURED PARTY TO FILE FINANCING
STATEMENTS WITH RESPECT TO THE COLLATERAL WITHOUT THE SIGNATURE OF SUCH GRANTOR
IN SUCH FORM AND IN SUCH FILING OFFICES AS THE SECURED PARTY REASONABLY
DETERMINED APPROPRIATE TO PERFECT THE SECURITY INTERESTS OF THE SECURED PARTY
UNDER THIS AGREEMENT.
A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS
AGREEMENT SHALL BE SUFFICIENT AS A FINANCING STATEMENT FOR FILING IN ANY
JURISDICTION.
14.
NOTICES.
NOTICES, REQUESTS AND DEMANDS TO OR UPON THE SECURED
PARTY OR ANY GRANTOR HEREUNDER SHALL BE EFFECTED IN THE MANNER SET FORTH IN
SECTION 10.6 OF THE LOAN AGREEMENT.
15.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
16.
PARAGRAPH HEADINGS.
THE PARAGRAPH HEADINGS USED IN THIS AGREEMENT
ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO AFFECT THE CONSTRUCTION
HEREOF OR BE TAKEN INTO CONSIDERATION IN THE INTERPRETATION HEREOF.
17.
NO WAIVER; CUMULATIVE REMEDIES. SECURED PARTY SHALL NOT BY ANY ACT
(EXCEPT BY A WRITTEN INSTRUMENT PURSUANT TO SECTION 18 HEREOF), DELAY,
INDULGENCE, OMISSION OR OTHERWISE BE DEEMED TO HAVE WAIVED ANY RIGHT OR REMEDY
HEREUNDER OR TO HAVE ACQUIESCED IN ANY DEFAULT OR EVENT OF DEFAULT OR IN ANY
BREACH OF ANY OF THE TERMS AND CONDITIONS HEREOF.
NO FAILURE TO EXERCISE, NOR
ANY DELAY IN EXERCISING, ON THE PART OF THE SECURED PARTY, ANY RIGHT, POWER OR
PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER THEREOF.
NO SINGLE OR PARTIAL
EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
PRIVILEGE.
A WAIVER BY THE SECURED PARTY OF ANY RIGHT OR REMEDY HEREUNDER ON
ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO ANY RIGHT OR REMEDY WHICH
THE SECURED PARTY WOULD OTHERWISE HAVE ON ANY FUTURE OCCASION.
THE RIGHTS AND
REMEDIES HEREIN PROVIDED ARE CUMULATIVE, MAY BE