WITH FULL POWER OF SUBSTITUTION,
TO, IN ASSIGNEE'S OWN NAME AND CAPACITY, OR IN THE NAME AND CAPACITY OF
ASSIGNOR, BUT ONLY FOR SO LONG AS AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH ASSIGNEE MAY
DEEM REASONABLY NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS
ASSIGNMENT, INCLUDING, WITHOUT LIMITATION, TO (A) RECEIVE, INDORSE AND COLLECT
ALL INSTRUMENTS MADE PAYABLE TO ASSIGNOR REPRESENTING ANY INTEREST PAYMENT,
DIVIDEND, OR OTHER DISTRIBUTION IN RESPECT OF THE COLLATERAL OR ANY PART THEREOF
AND TO GIVE FULL DISCHARGE FOR THE SAME, (B) DEMAND, RECEIVE AND ENFORCE ALL
RIGHTS OF ASSIGNOR UNDER THE AGREEMENTS (C) MODIFY, SUPPLEMENT AND TERMINATE THE
COLLATERAL AGREEMENTS, IN SUCH MANNER AS ASSIGNEE SHALL ELECT (EXCEPT TO THE
EXTENT SUCH MODIFICATION OR SUPPLEMENTATION WOULD MATERIALLY INCREASE THE
OBLIGATIONS OF ASSIGNOR THEREUNDER), (D) GIVE APPROPRIATE RELEASES, RECEIPTS FOR
OR ON BEHALF OF ASSIGNOR IN CONNECTION WITH THE COLLATERAL AGREEMENTS, AND (E)
FILE, PURSUE, RECEIVE PAYMENT AND ACQUITTANCES FOR OR OTHERWISE COMPROMISE EACH
AND EVERY CLAIM ASSIGNOR HAS OR MAY HAVE AGAINST A COUNTERPARTY FOR PAYMENT OR
OTHERWISE UNDER COLLATERAL AGREEMENTS, ALL IN THE NAME, PLACE AND STEAD OF
ASSIGNOR OR IN ASSIGNEE'S NAME,
3
WITH THE SAME FORCE AND EFFECT AS ASSIGNOR COULD HAVE IF THIS ASSIGNMENT HAD NOT
BEEN MADE. ASSIGNOR AUTHORIZES ANY PERSON TO RELY EXCLUSIVELY ON THE CERTIFICATE
OF AN OFFICER OF ASSIGNEE OR ITS SUCCESSOR WITH RESPECT TO ANY MATTERS SET FORTH
THEREIN AND HEREBY WAIVES AND RELEASES ANY CLAIM ASSIGNOR MAY HAVE AGAINST SUCH
PERSON FOR ITS RELIANCE. ASSIGNOR HEREBY AGREES TO DELIVER TO ASSIGNEE,
IMMEDIATELY UPON ASSIGNEE'S WRITTEN DEMAND, ALL INSTRUMENTS AND DOCUMENTS AS
ASSIGNEE MAY REASONABLY REQUIRE IN ORDER TO PERMIT AND EVIDENCE ASSIGNEE'S
SUCCESSION TO THE RIGHT, TITLE AND INTEREST OF ASSIGNOR IN AND TO THE COLLATERAL
AS PROVIDED HEREIN (WHICH SUCCESSION SHALL ONLY BE EFFECTIVE FOR SO LONG AS AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING). ASSIGNOR ACKNOWLEDGES AND
AGREES THAT THE POWER OF ATTORNEY HEREIN GRANTED IS COUPLED WITH AN INTEREST AND
IS IRREVOCABLE.
11.
TRIAL BY JURY WAIVED.
ASSIGNEE AND ASSIGNOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS ASSIGNMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF THE ASSIGNEE OR ASSIGNOR IN CONNECTION HEREWITH OR THEREWITH.
ASSIGNOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF TJIS ASSIGNMENT)
AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ASSIGNEE ENTERING INTO THIS
ASSIGNMENT AND EACH OTHER LOAN DOCUMENT.
12.
CONSENT TO JURISDICTION.
ANY LEGAL SUIT, ACTION OR PROCEEDING.
AGAINST (I) ANY PARTY COMPRISING ASSIGNOR OR (II) ASSIGNEE ARISING OUT OF OR
RELATING TO THIS ASSIGNMENT MAY AT ASSIGNEE'S OPTION BE INSTITUTED IN ANY
FEDERAL OR STATE COURT