AND NOT EARLIER THAN 30 DAYS BEFORE SUCH NOTIFICATION DATE.
11.
LIMITATION ON DUTIES REGARDING COLLATERAL.
LENDER'S SOLE DUTY
WITH RESPECT TO THE CUSTODY, SAFEKEEPING AND PHYSICAL PRESERVATION OF THE
COLLATERAL IN ITS POSSESSION, UNDER SECTION 9-207 OF THE CODE OR OTHERWISE,
SHALL BE TO USE REASONABLE CARE.
BORROWER HEREBY AGREES THAT LENDER SHALL BE
DEEMED TO HAVE USED REASONABLE CARE WITH RESPECT TO COLLATERAL IN ITS POSSESSION
IF IT DEALS WITH SUCH COLLATERAL IN THE SAME MANNER AS LENDER DEALS WITH SIMILAR
SECURITIES AND PROPERTY FOR ITS OWN ACCOUNT.
NEITHER LENDER NOR ANY OF ITS
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR FAILURE TO DEMAND,
COLLECT OR REALIZE UPON ANY OF THE COLLATERAL OR FOR ANY DELAY IN DOING SO OR
SHALL BE UNDER ANY OBLIGATION TO SELL OR OTHERWISE DISPOSE OF ANY COLLATERAL
UPON THE REQUEST OF BORROWER OR OTHERWISE.
12.
FINANCING STATEMENTS; OTHER DOCUMENTS.
ON THE DATE HEREOF,
BORROWER (A) SHALL DELIVER TO LENDER THE DELIVERED CERTIFICATES AND (B) HEREBY
AUTHORIZES LENDER TO FILE UCC-1 FINANCING STATEMENTS WITH RESPECT TO THE
COLLATERAL.
BORROWER AGREES TO DELIVER ANY OTHER DOCUMENT OR INSTRUMENT WHICH
LENDER MAY REASONABLY REQUEST WITH RESPECT TO THE COLLATERAL FOR THE PURPOSES OF
OBTAINING OR PRESERVING THE FULL BENEFITS OF THIS AGREEMENT AND OF THE RIGHTS
AND POWERS HEREIN GRANTED.
13.
ATTORNEY-IN-FACT.
WITHOUT LIMITING ANY RIGHTS OR POWERS GRANTED
BY THIS AGREEMENT TO LENDER, LENDER IS HEREBY APPOINTED, WHICH APPOINTMENT AS
ATTORNEY-IN-FACT IS IRREVOCABLE AND COUPLED WITH AN INTEREST, THE
ATTORNEY-IN-FACT OF BORROWER FOR THE PURPOSE OF CARRYING OUT THE PROVISIONS OF
THIS AGREEMENT AND TAKING ANY ACTION AND EXECUTING ANY INSTRUMENTS WHICH LENDER
MAY DEEM REASONABLY NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES HEREOF
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 AND CHATTEL PAPER IN CONNECTION WITH CLAUSE (A) ABOVE;
(C)
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS
THAT THE AGENT MAY DEEM NECESSARY OR DESIRABLE FOR THE COLLECTION OF ANY OF THE
COLLATERAL OR OTHERWISE TO ENFORCE THE RIGHTS OF LENDER, WITH RESPECT TO ANY OF
THE COLLATERAL; AND
(D)
TO EXECUTE, IN CONNECTION WITH THE SALE PROVIDED FOR IN SECTION 9
OR 10, ANY ENDORSEMENT, ASSIGNMENTS, OR OTHER INSTRUMENTS OF CONVEYANCE OR
TRANSFER WITH RESPECT TO THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, TO
TRANSFER OR CAUSE THE TRANSFER OF THE COLLATERAL, OR ANY PART THEREOF, ON THE
BOOKS OF THE ISSUER OR OTHER ENTITY ISSUING SUCH COLLATERAL, TO THE NAME OF
LENDER OR ANY NOMINEE; AND
(E)
TO AFFIX TO ANY CERTIFICATES AND DOCUMENTS REPRESENTING THE
COLLATERAL THE STOCK POWERS DELIVERED WITH RESPECT THERETO.
Lender hereby agrees only to exercise the power of attorney powers set forth in
the immediately preceding sentence only upon the occurrence and during the
continuation of an Event of Default.
If