ANY PURCHASED ITEMS; (E) TO DEFEND ANY SUIT, ACTION OR PROCEEDING
BROUGHT AGAINST THE SELLER WITH RESPECT TO ANY PURCHASED ITEMS; (F) TO SETTLE,
COMPROMISE OR ADJUST WITHOUT THE SELLER'S CONSENT ANY SUIT, ACTION OR PROCEEDING
DESCRIBED IN CLAUSE (E) ABOVE AND, IN CONNECTION THEREWITH, TO GIVE SUCH
DISCHARGES OR RELEASES AS THE AGENT MAY DEEM APPROPRIATE; AND (G) GENERALLY, TO
SELL, TRANSFER, PLEDGE AND MAKE ANY AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL
WITH ANY PURCHASED ITEMS AS FULLY AND COMPLETELY AS THOUGH THE AGENT WERE THE
ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND TO DO, AT THE AGENT'S OPTION AND
THE SELLER'S EXPENSE, AT ANY TIME, AND FROM TIME TO TIME, ALL ACTS AND THINGS
WHICH THE AGENT DEEMS NECESSARY TO PROTECT, PRESERVE OR REALIZE UPON THE
PURCHASED ITEMS AND THE AGENT'S LIENS THEREON AND TO EFFECT THE INTENT OF THIS
AGREEMENT, ALL AS FULLY AND EFFECTIVELY AS THE SELLER MIGHT DO;
91
(IV)
TO DIRECT THE ACTIONS OF THE CUSTODIAN WITH
RESPECT TO THE PURCHASED ITEMS UNDER THE CUSTODIAL AGREEMENT; AND
(V)
TO EXECUTE, FROM TIME TO TIME, IN CONNECTION
WITH ANY SALE PROVIDED FOR IN SECTION 10.02, ANY ENDORSEMENTS, ASSIGNMENTS OR
OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER WITH RESPECT TO THE PURCHASED ITEMS.
Each Seller hereby ratifies all that said attorneys shall lawfully do or cause
to be done by the express terms hereof.
This power of attorney is a power
coupled with an interest and shall be irrevocable.
(B)
THE POWERS CONFERRED ON THE AGENT HEREUNDER
ARE SOLELY TO PROTECT THE INTERESTS OF THE AGENT AND THE BUYERS IN THE PURCHASED
ITEMS AND PURCHASE ASSETS AND SHALL NOT IMPOSE ANY DUTY UPON IT TO EXERCISE ANY
SUCH POWERS.
THE AGENT SHALL BE ACCOUNTABLE ONLY FOR 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 ANY SELLER
FOR ANY ACT OR FAILURE TO ACT HEREUNDER, EXCEPT FOR ITS OR THEIR OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
SECTION 13.13
LEGAL MATTERS.
(A)
IF THERE IS ANY
CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT OR ANY TRANSACTION ENTERED INTO
HEREUNDER AND THE CUSTODIAL AGREEMENT, THIS AGREEMENT SHALL PREVAIL.
(B)
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT, AND ANY OF THE PARTIES HERETO MAY EXECUTE THIS AGREEMENT BY SIGNING
ANY SUCH COUNTERPART.
(C)
THE CAPTIONS AND HEADINGS APPEARING HEREIN
ARE FOR INCLUDED SOLELY FOR CONVENIENCE OF REFERENCE AND ARE NOT INTENDED TO
AFFECT THE INTERPRETATION OF ANY PROVISION OF THIS AGREEMENT.
(D)
EACH SELLER HEREBY ACKNOWLEDGES THAT:
(I)
IT HAS BEEN ADVISED BY COUNSEL IN THE
NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER REPURCHASE
DOCUMENTS;
(II)
NEITHER THE AGENT NOR ANY BUYER HAS ANY
FIDUCIARY RELATIONSHIP TO ANY SELLER; AND
(III)
NO JOINT VENTURE EXISTS BETWEEN ANY SELLER
AND THE AGENT OR ANY BUYER.
SECTION 13.14
CONFIDENTIALITY.
EACH SELLER,