THE BORROWER'S NAME, THE AGENT'S NAME OR
OTHERWISE, FOR THE USE AND BENEFIT OF THE INVESTORS AND SOLELY TO EFFECT THE
PURPOSES OF THIS AGREEMENT, (I) TO ENDORSE THE BORROWER'S NAME UPON ANY NOTES,
ACCEPTANCES, CHECKS, DRAFTS, MONEY ORDERS OR OTHER EVIDENCES OF PAYMENT WITH
RESPECT TO THE COLLATERAL THAT MAY COME INTO ITS POSSESSION; (II) TO SIGN THE
NAME OF THE BORROWER ON ANY INVOICE RELATING TO ANY OF THE COLLATERAL AND
(III) UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT
UNDER THIS AGREEMENT OR UNDER THE NOTES, (A) TO RECEIVE, ENDORSE, ASSIGN AND/OR
DELIVER ANY AND ALL NOTES, ACCEPTANCES, CHECKS, DRAFTS, MONEY ORDERS OR OTHER
EVIDENCES OR INSTRUMENTS OF PAYMENT RELATING TO THE COLLATERAL OR ANY PART
THEREOF, AND BORROWER HEREBY WAIVES NOTICE
5
OF PRESENTMENT, PROTEST AND NON-PAYMENT OF ANY INSTRUMENT SO ENDORSED, (B) TO
DEMAND, COLLECT, RECEIVE PAYMENT OF, GIVE RECEIPT FOR, EXTEND THE TIME OF
PAYMENT OF AND GIVE DISCHARGES AND RELEASES OF ALL OR ANY OF THE COLLATERAL
AND/OR RELEASE THE OBLIGOR THEREON, (C) TO COMMENCE AND PROSECUTE ANY AND ALL
SUITS, ACTIONS OR PROCEEDINGS AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT
JURISDICTION TO COLLECT OR OTHERWISE REALIZE ON ALL OR ANY OF THE COLLATERAL OR
TO ENFORCE ANY RIGHTS IN RESPECT OF ANY COLLATERAL, (D) TO SETTLE, COMPROMISE,
COMPOUND, ADJUST OR DEFEND ANY ACTIONS, SUITS OR PROCEEDINGS RELATING TO OR
PERTAINING TO ALL OR ANY OF THE COLLATERAL, AND (E) TO USE, SELL, ASSIGN,
TRANSFER, PLEDGE, MAKE ANY AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL WITH ALL
OR ANY OF THE COLLATERAL, AND TO DO ALL OTHER ACTS AND THINGS NECESSARY TO CARRY
OUT THE PURPOSES OF THIS AGREEMENT, AS FULLY AND COMPLETELY AS THOUGH THE AGENT
WERE THE ABSOLUTE OWNER OF THE COLLATERAL FOR ALL PURPOSES; PROVIDED, HOWEVER,
THAT NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS REQUIRING OR OBLIGATING THE
AGENT OR ANY INVESTOR TO MAKE ANY COMMITMENT OR TO MAKE ANY INQUIRY AS TO THE
NATURE OR SUFFICIENCY OF ANY PAYMENT RECEIVED BY THE AGENT OR SUCH INVESTOR OR
TO PRESENT OR FILE ANY CLAIM OR NOTICE, OR TO TAKE ANY ACTION WITH RESPECT TO
THE COLLATERAL OR ANY PART THEREOF OR THE MONEYS DUE OR TO BECOME DUE IN RESPECT
THEREOF OR ANY PROPERTY COVERED THEREBY, AND NO ACTION TAKEN BY THE AGENT OR ANY
INVESTOR OR OMITTED TO BE TAKEN WITH RESPECT TO THE COLLATERAL OR ANY PART
THEREOF SHALL GIVE RISE TO ANY DEFENSE, COUNTERCLAIM OR OFFSET IN FAVOR OF
BORROWER OR TO ANY CLAIM OR ACTION AGAINST THE AGENT OR ANY INVESTOR IN THE
ABSENCE OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT OR SUCH
INVESTOR; AND PROVIDED FURTHER THAT, THE AGENT SHALL AT ALL TIMES ACT REASONABLY
AND IN GOOD FAITH.
IT IS UNDERSTOOD AND AGREED THAT THE APPOINTMENT OF THE
AGENT AS THE AGENT OF THE BORROWER FOR THE PURPOSES SET FORTH ABOVE IN THIS
SECTION 5(F) IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE.