INTEREST THEREON, AT THE DEFAULT
46
RATE, FROM THE TIME OF PAYMENT UNTIL REPAID, SHALL BECOME A PART OF THE
PRINCIPAL BALANCE OUTSTANDING HEREUNDER AND UNDER THE NOTE.
(G)
NO FAILURE ON THE PART OF THE LENDER TO EXERCISE, AND NO DELAY IN
EXERCISING, ANY RIGHT, POWER OR REMEDY PROVIDED HEREUNDER, AT LAW OR IN EQUITY
SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE BY
THE LENDER OF ANY RIGHT, POWER OR REMEDY PROVIDED HEREUNDER, AT LAW OR IN EQUITY
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT, POWER OR REMEDY.
WITHOUT INTENDING TO LIMIT THE FOREGOING, ALL DEFENSES
BASED ON THE STATUTE OF LIMITATIONS ARE HEREBY WAIVED BY THE COMPANY TO THE
EXTENT PERMITTED BY LAW.
THE REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND ARE
NOT EXCLUSIVE OF ANY REMEDIES PROVIDED AT LAW OR IN EQUITY.
8.3
APPLICATION OF PROCEEDS.
THE PROCEEDS OF ANY SALE, DISPOSITION OR
OTHER ENFORCEMENT OF THE LENDER'S SECURITY INTEREST IN ALL OR ANY PART OF THE
COLLATERAL SHALL BE APPLIED BY THE LENDER:
First, to the payment of the costs and expenses of such sale or enforcement,
including reasonable compensation to the Lender's agents and counsel, and all
expenses, liabilities and advances made or incurred by or on behalf of the
Lender in connection therewith;
Second, to the payment of any other amounts due (other than principal and
interest) under the Note or this Agreement;
Third, to the payment of interest accrued and unpaid on the Note;
Fourth, to the payment of the outstanding principal balance of the Note; and
Finally, to the payment to the Company, or to its successors or assigns, or as a
court of competent jurisdiction may direct, of any surplus then remaining from
such proceeds.
If the proceeds of any such sale, disposition or other enforcement are
insufficient to cover the costs and expenses of such sale, as aforesaid, and the
payment in full of all Obligations of the Company, the Company shall remain
liable for any deficiency.
8.4
LENDER APPOINTED ATTORNEY-IN-FACT.
THE LENDER IS HEREBY APPOINTED
THE ATTORNEY-IN-FACT OF THE COMPANY, WITH FULL POWER OF SUBSTITUTION, FOR THE
PURPOSE OF CARRYING OUT THE PROVISIONS HEREOF AND TAKING ANY ACTION AND
EXECUTING ANY INSTRUMENTS WHICH THE LENDER MAY DEEM NECESSARY OR ADVISABLE TO
ACCOMPLISH THE PURPOSES HEREOF, WHICH APPOINTMENT AS ATTORNEY-IN-FACT IS
IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL REMAIN IN FULL FORCE AND
EFFECT UNTIL THE FULL AND FINAL PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LENDER SHALL HAVE THE
RIGHT AND POWER TO GIVE NOTICES OF ITS SECURITY INTEREST IN THE COLLATERAL TO
ANY PERSON, EITHER IN THE NAME OF THE COMPANY OR IN ITS OWN NAME, TO ENDORSE ALL
PLEDGED MORTGAGES OR PLEDGED SECURITIES PAYABLE TO THE ORDER OF THE COMPANY, TO
CHANGE OR CAUSE TO BE CHANGED THE BOOK-ENTRY REGISTRATION OR NAME OF SUBSCRIBER
OR INVESTOR ON ANY PLEDGED SECURITY, OR TO RECEIVE, ENDORSE AND COLLECT