the endorsements, assignments or
other instruments of conveyance or transfer with respect to such Collateral; and
(b)
to the extent that Borrower's authorization given in Section 3 is
not sufficient, to file such financing statements with respect hereto, with or
without Borrower's signature, or a photocopy of this Agreement in substitution
for a financing statement, as Lender may deem appropriate and to execute and/or
file in Borrower's name such financing statements and amendments thereto and
continuation statements which may require Borrower's signature.
14.02
RATIFICATION BY BORROWER. TO THE EXTENT PERMITTED BY LAW, BORROWER
HEREBY RATIFIES ALL THAT SAID ATTORNEYS LAWFULLY DO OR CAUSE TO BE DONE BY
VIRTUE OF THIS AGREEMENT. THIS POWER OF ATTORNEY IS A POWER COUPLED WITH AN
INTEREST AND IS IRREVOCABLE.
14.03
NO DUTY ON LENDER. THE POWERS CONFERRED ON LENDER HEREUNDER ARE
SOLELY TO PROTECT ITS INTERESTS IN THE COLLATERAL AND DO NOT IMPOSE ANY DUTY
UPON IT TO EXERCISE ANY SUCH POWERS. LENDER WILL BE ACCOUNTABLE ONLY FOR THE
AMOUNTS THAT IT ACTUALLY RECEIVES AS A RESULT OF THE EXERCISE OF SUCH POWERS AND
NEITHER IT NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE
RESPONSIBLE TO BORROWER FOR ANY ACT OR FAILURE TO ACT, EXCEPT FOR LENDER'S OWN
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
15.
REMEDIES. IF AN EVENT OF DEFAULT HAS OCCURRED AND CONTINUES BEYOND
THE APPLICABLE CURE PERIOD, IF ANY, LENDER MAY, WITHOUT NOTICE TO OR DEMAND UPON
BORROWER, DECLARE THIS AGREEMENT TO BE IN DEFAULT, AND LENDER SHALL THEREAFTER
HAVE IN ANY JURISDICTION IN WHICH ENFORCEMENT HEREOF IS SOUGHT, IN ADDITION TO
ALL OTHER RIGHTS AND REMEDIES, THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER
THE UNIFORM COMMERCIAL CODE OF THE STATE OR OF ANY JURISDICTION IN WHICH
COLLATERAL IS LOCATED, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO TAKE
POSSESSION OF THE COLLATERAL, AND FOR THAT PURPOSE LENDER MAY, SO FAR AS
BORROWER CAN GIVE AUTHORITY THEREFOR, ENTER UPON ANY PREMISES ON WHICH THE
COLLATERAL MAY BE SITUATED AND REMOVE THE SAME THEREFROM. LENDER MAY IN ITS
DISCRETION REQUIRE BORROWER TO ASSEMBLE ALL OR ANY PART OF THE COLLATERAL AT
SUCH LOCATION OR LOCATIONS WITHIN THE JURISDICTIONS OF BORROWER'S PRINCIPAL
OFFICE(S) OR AT SUCH OTHER LOCATIONS AS LENDER MAY REASONABLY DESIGNATE. UNLESS
THE COLLATERAL IS PERISHABLE OR THREATENS TO DECLINE SPEEDILY IN VALUE OR IS OF
A TYPE CUSTOMARILY SOLD ON A RECOGNIZED MARKET, LENDER WILL GIVE TO BORROWER AT
LEAST 10 BUSINESS DAYS PRIOR WRITTEN NOTICE OF THE TIME AND PLACE OF ANY PUBLIC
SALE OF COLLATERAL OR OF THE TIME AFTER WHICH ANY PRIVATE SALE OR ANY OTHER
INTENDED DISPOSITION IS TO BE MADE. BORROWER HEREBY ACKNOWLEDGES THAT 10
BUSINESS DAYS PRIOR WRITTEN NOTICE OF SUCH SALE OR SALES IS REASONABLE NOTICE.
IN ADDITION, BORROWER WAIVES ANY AND ALL RIGHTS THAT IT MAY HAVE TO A JUDICIAL
HEARING IN ADVANCE OF THE ENFORCEMENT OF ANY OF LENDER'S RIGHTS HEREUNDER,
INCLUDING, WITHOUT LIMITATION, ITS RIGHT FOLLOWING AN EVENT OF DEFAULT TO TAKE
IMMEDIATE POSSESSION OF THE COLLATERAL AND