EFFECT AND WHICH
CONTAIN ANY OTHER INFORMATION REQUIRED BY PART 5 OF ARTICLE 9 OF THE U.C.C. FOR
THE SUFFICIENCY OR FILING OFFICE ACCEPTANCE OF ANY FINANCING STATEMENT OR
AMENDMENT, INCLUDING WHETHER SUCH GRANTOR IS AN ORGANIZATION, THE TYPE OF
ORGANIZATION AND ANY ORGANIZATION IDENTIFICATION NUMBER ISSUED TO SUCH GRANTOR.
EACH GRANTOR AGREES TO FURNISH SUCH INFORMATION TO THE SECURED PARTY PROMPTLY
UPON REQUEST THEREFOR.
ARTICLE V
THE SECURED PARTY
SECTION 5.1.
SECURED PARTY APPOINTED
ATTORNEY-IN-FACT.
THE GRANTOR HEREBY IRREVOCABLY APPOINTS THE SECURED PARTY THE
GRANTOR'S ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN THE PLACE AND STEAD OF THE
GRANTOR AND IN THE NAME OF THE GRANTOR OR OTHERWISE, FROM TIME TO TIME IN THE
SECURED PARTY'S DISCRETION FOLLOWING A DEMAND UNDER THE BMO LOAN AGREEMENT AND
NOTICE TO THE GRANTOR, TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH
THE SECURED PARTY MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF
THIS SECURITY AGREEMENT, INCLUDING, WITHOUT LIMITATION:
(A)
TO ASK, DEMAND, COLLECT, SUE FOR, RECOVER,
COMPROMISE, RECEIVE AND GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO
BECOME DUE UNDER OR IN RESPECT OF ANY OF THE COLLATERAL;
(B)
TO RECEIVE, ENDORSE, AND COLLECT ANY DRAFTS
OR OTHER INSTRUMENTS, DOCUMENTS IN CONNECTION WITH CLAUSE (A) ABOVE; AND
(C)
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR
INSTITUTE ANY PROCEEDINGS WHICH THE SECURED PARTY MAY DEEM NECESSARY OR
DESIRABLE FOR THE COLLECTION OF ANY OF THE COLLATERAL OR OTHERWISE TO ENFORCE
THE RIGHTS OF THE SECURED PARTY WITH RESPECT TO ANY OF THE COLLATERAL.
The Grantor hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest;
provided, however, that the foregoing power of attorney shall terminate upon the
payment in full of all Obligations.
SECTION 5.2.
SECURED PARTY MAY PERFORM.
IF
THE GRANTOR FAILS TO PERFORM ANY AGREEMENT CONTAINED HEREIN WITHIN 30 DAYS AFTER
WRITTEN NOTICE FROM THE SECURED PARTY, THE SECURED PARTY MAY ITSELF PERFORM, OR
CAUSE PERFORMANCE OF, SUCH AGREEMENT, AND THE EXPENSES OF
8
THE SECURED PARTY INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE BY THE
GRANTOR PURSUANT TO SECTION 6.2.
SECTION 5.3.
SECURED PARTY HAS NO DUTY.
IN
ADDITION TO, AND NOT IN LIMITATION OF, SECTION 2.4, THE POWERS CONFERRED ON THE
SECURED PARTY HEREUNDER ARE SOLELY TO PROTECT ITS INTEREST IN THE COLLATERAL AND
SHALL NOT IMPOSE ANY DUTY ON IT TO EXERCISE ANY SUCH POWERS.
EXCEPT FOR
REASONABLE CARE OF ANY COLLATERAL IN ITS POSSESSION AND THE ACCOUNTING FOR
MONEYS ACTUALLY RECEIVED BY IT HEREUNDER, THE SECURED PARTY SHALL HAVE NO DUTY
AS TO ANY COLLATERAL OR AS TO THE TAKING OF ANY NECESSARY STEPS TO PRESERVE
RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER RIGHTS PERTAINING TO ANY COLLATERAL.
SECTION 5.4.
REASONABLE CARE.
THE SECURED
PARTY IS REQUIRED TO EXERCISE REASONABLE CARE IN THE CUSTODY AND PRESERVATION OF
ANY OF THE COLLATERAL IN ITS POSSESSION; PROVIDED, HOWEVER, THAT THE SECURED
PARTY SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN