EXTENT AS GRANTOR IS ENTITLED TO EXERCISE SUCH RIGHTS, POWERS AND PRIVILEGES;
AND (VI) GENERALLY TO DO ALL ACTS AND THINGS WHICH SECURED PARTY DEEMS NECESSARY
TO PROTECT, PRESERVE AND REALIZE UPON THE COLLATERAL AND SECURED PARTY'S
SECURITY INTEREST THEREIN.
GRANTOR HEREBY APPROVES AND RATIFIES ALL ACTS OF
SAID ATTORNEY OR DESIGNEE, WHO SHALL NOT BE LIABLE FOR ANY ACTS OF COMMISSION OR
OMISSION, NOR FOR ANY ERROR OR JUDGMENT OR MISTAKE OF FACT OR LAW EXCEPT FOR ITS
OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THIS POWER OF ATTORNEY SHALL BE
IRREVOCABLE FOR THE TERM OF THIS AGREEMENT AND THEREAFTER AS LONG AS ANY OF THE
OBLIGATIONS SHALL BE OUTSTANDING.
SECURED PARTY MAY EXERCISE THIS POWER OF
ATTORNEY ONLY AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT.
7.
NOTICES.
NOTICES SHALL BE GIVEN IN THE MANNER, TO THE ADDRESSES
AND WITH THE EFFECT PROVIDED IN SECTION 7.1 OF THE LOAN AGREEMENT.
8.
NO WAIVER; RIGHTS CUMULATIVE.
(A)
NO COURSE OF DEALING BETWEEN GRANTOR AND SECURED PARTY, OR SECURED
PARTY'S FAILURE TO EXERCISE OR DELAY IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE
HEREUNDER SHALL OPERATE AS A WAIVER THEREOF.
ANY SINGLE OR PARTIAL EXERCISE OF
ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL NOT PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
(B)
ALL OF SECURED PARTY'S RIGHTS AND REMEDIES WITH RESPECT TO THE
COLLATERAL, WHETHER ESTABLISHED HEREBY OR BY ANY OTHER AGREEMENTS, INSTRUMENTS
OR DOCUMENTS OR BY LAW, SHALL BE CUMULATIVE AND MAY BE EXERCISED SINGLY OR
CONCURRENTLY.
9.
LIMITATION ON SECURED PARTY'S DUTY IN RESPECT OF COLLATERAL.
SECURED PARTY SHALL NOT HAVE ANY DUTY AS TO ANY COLLATERAL IN ITS POSSESSION OR
CONTROL OR IN THE POSSESSION OR CONTROL OF ANY AGENT OR NOMINEE OF IT OR ANY
INCOME THEREON OR AS TO THE PRESERVATION OF RIGHTS AGAINST PRIOR PARTIES OR ANY
OTHER RIGHTS PERTAINING THERETO, EXCEPT THAT SECURED PARTY SHALL USE REASONABLE
CARE WITH RESPECT TO THE COLLATERAL IN ITS POSSESSION OR UNDER ITS CONTROL.
10.
AMENDMENTS, ETC.
NO AMENDMENT OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT NOR CONSENT TO ANY DEPARTURE BY SECURED PARTY THEREFROM SHALL IN ANY
EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING, APPROVED BY SECURED
PARTY AND SIGNED BY SECURED PARTY, AND THEN ANY SUCH WAIVER OR CONSENT SHALL
ONLY BE EFFECTIVE IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR
WHICH GIVEN.
11.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT AND ALL OBLIGATIONS OF
GRANTOR AND SECURED PARTY HEREUNDER SHALL BE BINDING UPON THE PERMITTED
SUCCESSORS AND ASSIGNS OF GRANTOR AND SECURED PARTY, AS APPLICABLE, AND SHALL,
TOGETHER WITH THE RIGHTS AND REMEDIES OF SECURED PARTY HEREUNDER, INURE TO THE
BENEFIT OF SECURED PARTY, GRANTOR AND EACH OF THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
12.
NO PARTNERSHIP.
THE RELATIONSHIP BETWEEN SECURED PARTY AND
GRANTOR SHALL BE ONLY OF CREDITOR-DEBTOR AND NO RELATIONSHIP OF AGENCY, PARTNER
OR JOINT- OR CO-VENTURER SHALL BE CREATED BY OR INFERRED FROM THIS AGREEMENT