EFFECTIVELY AS SELLER MIGHT DO.
Each Seller hereby ratifies all that said attorneys shall lawfully do or cause
to be done by virtue hereof.
This power of attorney is a power coupled with an
interest and shall be irrevocable.
Each Seller also authorizes Buyer, if an Event of Default shall have occurred,
from time to time, to execute, in connection with any sale provided for in
Section 19 hereof, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Purchased Loans.
(E)
THE POWERS CONFERRED ON BUYER HEREUNDER ARE SOLELY TO PROTECT
BUYER'S INTERESTS IN THE PURCHASED LOANS AND SHALL NOT IMPOSE ANY DUTY UPON IT
TO EXERCISE ANY SUCH POWERS.
BUYER 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
SELLER FOR ANY ACT OR FAILURE TO ACT HEREUNDER, EXCEPT FOR ITS OR THEIR OWN
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(F)
IF THE SELLER FAILS TO PERFORM OR COMPLY WITH ANY OF ITS
AGREEMENTS CONTAINED IN THE PROGRAM DOCUMENTS AND THE BUYER MAY ITSELF PERFORM
OR COMPLY, OR OTHERWISE CAUSE PERFORMANCE OR COMPLIANCE, WITH SUCH AGREEMENT,
THE REASONABLE OUT-OF-POCKET EXPENSES OF THE BUYER INCURRED IN CONNECTION WITH
SUCH PERFORMANCE OR COMPLIANCE, TOGETHER WITH INTEREST THEREON AT A RATE PER
ANNUM EQUAL TO THE POST-DEFAULT RATE, SHALL BE PAYABLE BY THE SELLER TO THE
BUYER ON DEMAND AND SHALL CONSTITUTE OBLIGATIONS.
(G)
THE BUYER'S DUTY WITH RESPECT TO THE CUSTODY, SAFEKEEPING AND
PHYSICAL PRESERVATION OF THE PURCHASED ITEMS IN ITS POSSESSION, UNDER SECTION
9-207 OF THE UNIFORM COMMERCIAL CODE OR OTHERWISE, SHALL BE TO DEAL WITH IT IN
THE SAME MANNER AS THE BUYER DEALS WITH SIMILAR PROPERTY FOR ITS OWN ACCOUNT.
NEITHER THE BUYER NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES SHALL BE
LIABLE FOR FAILURE TO DEMAND, COLLECT OR REALIZE UPON ALL OR ANY PART OF THE
PURCHASED ITEMS OR FOR ANY DELAY IN DOING SO OR SHALL BE UNDER ANY OBLIGATION TO
SELL OR OTHERWISE DISPOSE OF ANY PURCHASED ITEMS UPON THE REQUEST OF THE SELLER
OR OTHERWISE.
(H)
ALL AUTHORIZATIONS AND AGENCIES HEREIN CONTAINED WITH RESPECT TO
THE PURCHASED ITEMS ARE IRREVOCABLE AND POWERS COUPLED WITH AN INTEREST.
9.
CONDITIONS PRECEDENT
(A)
AS CONDITIONS PRECEDENT TO THE INITIAL TRANSACTION, BUYER SHALL
HAVE RECEIVED ON OR BEFORE THE DATE ON WHICH SUCH INITIAL TRANSACTION IS
CONSUMMATED THE FOLLOWING, IN FORM AND SUBSTANCE SATISFACTORY TO BUYER AND DULY
EXECUTED BY EACH PARTY THERETO (AS APPLICABLE):
(I)
PROGRAM DOCUMENTS. THE PROGRAM DOCUMENTS DULY EXECUTED AND DELIVERED
BY THE SELLER THERETO AND BEING IN FULL FORCE AND EFFECT, FREE OF ANY
MODIFICATION, BREACH OR WAIVER.
28
(II)
ORGANIZATIONAL DOCUMENTS.
A GOOD STANDING CERTIFICATE AND CERTIFIED
COPIES OF THE CHARTER AND BY-LAWS (OR EQUIVALENT DOCUMENTS) OF EACH SELLER, IN
EACH CASE DATED AS OF A RECENT DATE, BUT IN NO EVENT MORE THAN TEN (10) DAYS
PRIOR TO THE