ATTORNEY-IN-FACT FOR ASSIGNOR, WITH
FULL AUTHORITY IN ITS PLACE AND STEAD AND IN THE NAME OF ASSIGNOR OR OTHERWISE,
FROM TIME TO TIME IN AGENT'S DISCRETION, TO TAKE ANY ACTION AND TO EXECUTE ANY
INSTRUMENT WHICH AGENT MAY DEEM REASONABLY NECESSARY OR ADVISABLE TO ACCOMPLISH
THE PURPOSES OF THIS ASSIGNMENT.
ASSIGNOR AGREES THAT THE FOREGOING POWER
CONSTITUTES A POWER COUPLED WITH AN INTEREST WHICH MAY NOT BE REVOKED AND WHICH
SHALL SURVIVE UNTIL ALL OF THE INDEBTEDNESS SHALL HAVE BEEN INDEFEASIBLY PAID IN
FULL AND SATISFIED.
SECTION 10.
SUCCESSORS AND ASSIGNS INCLUDED IN
PARTIES.
WHENEVER IN THIS ASSIGNMENT ASSIGNOR, AGENT OR LENDER(S) IS NAMED OR
REFERRED TO, THE HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF SUCH
PARTY OR PARTIES SHALL BE INCLUDED, WHETHER SO EXPRESSED OR NOT.
ALL
OBLIGATIONS, COVENANTS AND AGREEMENTS CONTAINED IN THIS ASSIGNMENT SHALL BE
BINDING ON, AND INURE TO THE BENEFIT OF, THE RESPECTIVE HEIRS, LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF ASSIGNOR, AGENT OR SUCH LENDER(S),
WHETHER SO EXPRESSED OR NOT.
SECTION 11.
HEADINGS.
THE HEADINGS OF THE SECTIONS AND
SUBSECTIONS OF THIS ASSIGNMENT ARE FOR THE CONVENIENCE OF REFERENCE ONLY, ARE
NOT TO BE CONSIDERED A PART HEREOF AND SHALL NOT LIMIT OR OTHERWISE AFFECT ANY
OF THE TERMS HEREOF.
ALL REFERENCES IN THIS ASSIGNMENT TO SECTIONS, SUBSECTIONS
AND OTHER DIVISIONS ARE REFERENCES TO THE SECTIONS, SUBSECTIONS AND DIVISIONS OF
THIS ASSIGNMENT UNLESS OTHERWISE STATED.
SECTION 12.
INVALID PROVISIONS TO AFFECT NO OTHERS.
IF
FULFILLMENT OF ANY PROVISION HEREOF OR ANY TRANSACTION RELATED HERETO AT THE
TIME PERFORMANCE OF SUCH PROVISIONS SHALL BE DUE, SHALL INVOLVE TRANSCENDING THE
LIMIT OF VALIDITY PRESENTLY PRESCRIBED BY LAW, WITH REGARD TO OBLIGATIONS OF
LIKE CHARACTER AND AMOUNT, THEN, IPSO FACTO, THE OBLIGATION TO BE FULFILLED
SHALL BE REDUCED TO THE LIMIT OF SUCH VALIDITY; AND IF ANY CLAUSE OR PROVISION
HEREIN CONTAINED OPERATES OR WOULD PROSPECTIVELY OPERATE TO INVALIDATE THIS
ASSIGNMENT IN WHOLE OR IN PART, THEN SUCH CLAUSE OR PROVISION ONLY SHALL BE HELD
FOR NAUGHT, AS THOUGH NOT HEREIN CONTAINED, AND THE REMAINDER OF THIS ASSIGNMENT
SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT.
SECTION 13.
NUMBER AND GENDER.
WHENEVER THE SINGULAR
OR PLURAL NUMBER, OR THE MASCULINE, FEMININE OR NEUTER GENDER IS USED HEREIN, IT
SHALL EQUALLY INCLUDE THE OTHER.
THE WORDS "HEREOF," "HEREIN" AND "HEREUNDER"
AND WORDS OF SIMILAR
6
IMPORT WHEN USED IN THIS ASSIGNMENT SHALL REFER TO THIS ASSIGNMENT AS A WHOLE
AND NOT TO ANY PARTICULAR PROVISION OF THIS ASSIGNMENT.
SECTION 14.
COMPUTATION OF TIME PERIODS.
IN THIS
ASSIGNMENT, WITH RESPECT TO THE COMPUTATION OF PERIODS OF TIME FROM A SPECIFIED
DATE TO A LATER SPECIFIED DATE, THE WORD "FROM" MEANS BOTH "FROM AND INCLUDING"
AND THE WORDS "TO" AND "UNTIL" BOTH MEAN "TO BUT EXCLUDING".
SECTION 15.
GOVERNING LAW.
THIS ASSIGNMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED SOLELY WITHIN SUCH STATE.
SECTION 16.
AMENDMENTS.
NEITHER THIS ASSIGNMENT NOR
ANY PROVISION HEREOF MAY