THE INDENTURE TRUSTEE, AND
ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND
LAWFUL ATTORNEY-IN-FACT WITH FULL IRREVOCABLE POWER AND AUTHORITY IN THE PLACE
AND STEAD OF THE ISSUER AND IN THE NAME OF THE ISSUER OR IN ITS OWN NAME, FROM
TIME TO TIME AT THE INDENTURE TRUSTEE'S DISCRETION, FOR THE PURPOSE OF CARRYING
OUT THE TERMS OF THIS INDENTURE, TO TAKE ANY AND ALL APPROPRIATE ACTION AND TO
EXECUTE AND DELIVER ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH MAY BE NECESSARY
OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS INDENTURE; PROVIDED, HOWEVER,
THAT THE INDENTURE TRUSTEE HAS NO OBLIGATION OR DUTY TO DETERMINE WHETHER TO
PERFECT, FILE, RECORD OR MAINTAIN ANY PERFECTED, FILED OR RECORDED DOCUMENT OR
INSTRUMENT IN CONNECTION WITH THE GRANT OR SECURITY INTEREST IN THE COLLATERAL
HEREUNDER.
(B)
EXCEPT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE INDENTURE
TRUSTEE SHALL NOT EXERCISE THE POWER OF ATTORNEY OR ANY RIGHTS GRANTED TO THE
INDENTURE TRUSTEE PURSUANT TO THIS SECTION 403.
THE ISSUER HEREBY RATIFIES, TO
THE EXTENT PERMITTED BY LAW, ALL THAT SAID ATTORNEY SHALL LAWFULLY DO OR CAUSE
TO BE DONE BY VIRTUE HEREOF.
THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS
SECTION 403 IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL
ALL SERIES OF NOTES ARE PAID AND PERFORMED IN FULL.
(C)
THE POWERS CONFERRED ON THE INDENTURE TRUSTEE HEREUNDER ARE SOLELY
TO PROTECT THE INDENTURE TRUSTEE'S INTERESTS IN THE COLLATERAL AND SHALL NOT
IMPOSE ANY DUTY UPON IT TO EXERCISE ANY SUCH POWERS EXCEPT AS SET FORTH HEREIN.
THE INDENTURE TRUSTEE 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, AGENTS OR REPRESENTATIVES SHALL BE
RESPONSIBLE TO THE ISSUER FOR ANY ACT OR FAILURE TO ACT, EXCEPT FOR ITS OWN
NEGLIGENCE OR WILLFUL MISCONDUCT.
(D)
THE ISSUER ALSO AUTHORIZES THE INDENTURE TRUSTEE, AT ANY TIME AND
FROM TIME TO TIME UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT (SUBJECT TO THE
QUIET ENJOYMENT RIGHTS OF ANY LESSEE OF ANY COLLATERAL), TO (I) COMMUNICATE IN
ITS OWN NAME, OR TO DIRECT ANY OTHER PERSON, INCLUDING THE SERVICER OR A
SUCCESSOR SERVICER, TO COMMUNICATE WITH ANY PARTY TO ANY CONTRACT WITH REGARD TO
THE ASSIGNMENT OF THE RIGHT, TITLE AND INTEREST OF THE ISSUER IN AND UNDER THE
CONTRACTS HEREUNDER AND OTHER MATTERS RELATING THERETO AND (II) EXECUTE, IN
CONNECTION WITH THE
36
SALE OF COLLATERAL PROVIDED FOR IN ARTICLE VIII HEREOF, ANY ENDORSEMENTS,
ASSIGNMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER WITH RESPECT TO THE
COLLATERAL.
(E)
IF THE ISSUER FAILS TO PERFORM OR COMPLY WITH ANY OF ITS
AGREEMENTS CONTAINED HEREIN AND THE INDENTURE TRUSTEE, WITH THE CONSENT OF OR AT
THE DIRECTION OF THE REQUISITE GLOBAL MAJORITY, SHALL PERFORM OR COMPLY, OR
OTHERWISE CAUSE PERFORMANCE OR COMPLIANCE, WITH SUCH AGREEMENT, THE REASONABLE
EXPENSES, INCLUDING ATTORNEYS' FEES, OF THE INDENTURE TRUSTEE INCURRED