AGENT ALL OF
BUYER'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE SPECIFIED ASSETS, THIS
AGREEMENT AND ALL OF THE OTHER TRANSACTION DOCUMENTS PURSUANT TO THE RECEIVABLES
SALE AGREEMENT. THE SELLERS HEREBY CONSENT TO THE SALE, TRANSFER, ASSIGNMENT,
SET OVER AND CONVEYANCE TO THE AGENT BY BUYER OF ALL RIGHT, TITLE AND INTEREST
OF BUYER IN, TO AND UNDER THE SPECIFIED ASSETS, THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS, AND ALL OF BUYER'S RIGHTS, REMEDIES, POWERS AND
PRIVILEGES, AND ALL CLAIMS OF BUYER AGAINST THE SELLERS, UNDER OR WITH RESPECT
TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS (WHETHER ARISING PURSUANT
TO THE TERMS OF THIS AGREEMENT OR OTHERWISE AVAILABLE AT LAW, OR IN EQUITY),
INCLUDING (I) THE RIGHT OF BUYER, AT ANY TIME, TO ENFORCE THIS AGREEMENT AGAINST
THE SELLERS AND THE OBLIGATIONS OF THE SELLERS HEREUNDER, (II) THE RIGHT TO
APPOINT A SUCCESSOR TO THE INITIAL COLLECTION AGENT AT THE TIMES AND UPON THE
CONDITIONS SET FORTH IN THE RECEIVABLES SALE AGREEMENT, AND (III) THE RIGHT, AT
ANY TIME, TO GIVE OR WITHHOLD ANY AND ALL CONSENTS, REQUESTS, NOTICES,
DIRECTIONS, APPROVALS, DEMANDS, EXTENSIONS OR WAIVERS UNDER OR WITH RESPECT TO
THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE OBLIGATIONS IN RESPECT OF
THE SELLERS THEREUNDER TO THE SAME EXTENT AS BUYER MAY DO. EACH OF THE PARTIES
HERETO ACKNOWLEDGES AND AGREES THAT THE AGENT, THE PURCHASER AGENTS AND THE
PURCHASERS ARE THIRD PARTY BENEFICIARIES OF THE RIGHTS OF BUYER ARISING
HEREUNDER AND UNDER THE OTHER TRANSACTION DOCUMENTS TO WHICH ANY SELLER IS A
PARTY. EACH SELLER HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS NO CLAIM TO OR
INTEREST IN ANY OF THE BANK ACCOUNTS OR THE TRANSACTION ACCOUNTS.
(B)
THE SELLERS HEREBY AGREE TO EXECUTE ALL AGREEMENTS, INSTRUMENTS
AND DOCUMENTS, AND TO TAKE ALL OTHER ACTION, THAT BUYER OR THE AGENT REASONABLY
DETERMINES IS NECESSARY OR APPROPRIATE TO EVIDENCE THE CONSENTS, AGREEMENTS AND
ACKNOWLEDGEMENTS DESCRIBED IN SUBSECTION (A) ABOVE.
TO THE EXTENT THAT BUYER,
INDIVIDUALLY OR THROUGH THE INITIAL COLLECTION AGENT, HAS GRANTED OR GRANTS
POWERS OF ATTORNEY TO THE AGENT UNDER THE RECEIVABLES SALE AGREEMENT, THE
SELLERS HEREBY GRANT A CORRESPONDING POWER OF ATTORNEY ON THE SAME TERMS TO
BUYER. THE SELLERS HEREBY ACKNOWLEDGE AND AGREE THAT BUYER, IN ALL OF ITS
CAPACITIES, SHALL ASSIGN TO THE AGENT FOR
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THE BENEFIT OF THE PURCHASERS THE POWERS OF ATTORNEY AND OTHER RIGHTS AND
INTERESTS GRANTED BY THE SELLERS TO BUYER HEREUNDER AND AGREES TO COOPERATE
FULLY WITH THE AGENT IN THE EXERCISE OF THE RIGHTS.
SECTION 10.12
NO PARTNERSHIP OR JOINT VENTURE.
NOTHING CONTAINED IN
THIS AGREEMENT SHALL BE DEEMED OR CONSTRUED BY THE PARTIES HERETO OR BY ANY
THIRD PERSON TO CREATE THE RELATIONSHIP OF PRINCIPAL AND AGENT OR OF PARTNERSHIP
OR OF JOINT VENTURE.
SECTION 10.13
NO PROCEEDINGS.
EACH SELLER HEREBY AGREES THAT IT
WILL NOT INSTITUTE AGAINST BUYER OR ANY CONDUIT PURCHASER, OR JOIN ANY OTHER
PERSON IN INSTITUTING, AGAINST BUYER OR ANY CONDUIT PURCHASER (AS SUCH TERM IS
DEFINED IN THE