CONTRACT SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS OF THE COLLATERAL
AGENT UNDER THE TERMS OF COLLATERAL TRUST AGREEMENT OR ANY OF THE OTHER SECURED
PARTY DOCUMENTS TO WHICH IT IS A PARTY, IT BEING UNDERSTOOD THAT, UNTIL THE
OCCURRENCE OF AN EVENT OF DEFAULT AND THE EXERCISE OF THE COLLATERAL AGENT'S
RIGHTS UNDER SECTION 4 HEREOF, THE ASSIGNOR SHALL HAVE ALL RIGHTS TO THE
ASSIGNED CONTRACT AND TO RETAIN, USE AND ENJOY THE SAME.
4. THE ASSIGNOR, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, HEREBY AUTHORIZES
THE COLLATERAL AGENT, AT THE COLLATERAL AGENT'S OPTION, TO DO ALL ACTS REQUIRED
OR PERMITTED UNDER THE ASSIGNED CONTRACT AS THE COLLATERAL AGENT IN ITS SOLE
DISCRETION MAY DEEM PROPER. THE ASSIGNOR DOES HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT THE COLLATERAL AGENT, WHILE THIS ASSIGNMENT REMAINS IN FORCE AND EFFECT
AND, IN EACH INSTANCE, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, ITS TRUE
AND LAWFUL ATTORNEY IN FACT, COUPLED WITH AN INTEREST AND WITH FULL POWER OF
SUBSTITUTION AND REVOCATION, FOR THE ASSIGNOR AND IN ITS NAME, PLACE AND STEAD,
TO DEMAND AND ENFORCE COMPLIANCE WITH ALL THE TERMS AND CONDITIONS OF THE
ASSIGNED CONTRACT AND ALL BENEFITS ACCRUED THEREUNDER, WHETHER AT LAW, IN EQUITY
OR OTHERWISE; PROVIDED, HOWEVER, THAT THE COLLATERAL AGENT SHALL NOT EXERCISE
ANY SUCH POWER UNLESS AND UNTIL AN EVENT OF DEFAULT SHALL HAVE OCCURRED. THE
ASSIGNOR ACKNOWLEDGES AND AGREES THAT (I) THE POWER OF ATTORNEY HEREIN GRANTED
SHALL IN NO WAY BE CONSTRUED AS TO BENEFIT THE ASSIGNOR; (II) THE COLLATERAL
AGENT HEREIN GRANTED THIS POWER OF ATTORNEY SHALL HAVE NO DUTY TO EXERCISE ANY
POWERS GRANTED HEREUNDER FOR
4
THE BENEFIT OF THE ASSIGNOR; AND (III) THE COLLATERAL AGENT HEREIN GRANTED THIS
POWER OF ATTORNEY SHALL, TO THE EXTENT EXERCISABLE, EXERCISE ANY AND ALL POWERS
GRANTED HEREUNDER FOR THE BENEFIT OF THE SECURED PARTIES. THE COLLATERAL AGENT
HEREBY ACCEPTS THIS POWER OF ATTORNEY AND ALL POWERS GRANTED HEREUNDER FOR THE
BENEFIT OF THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES.
5. THE COLLATERAL AGENT SHALL NOT BE OBLIGATED TO PERFORM OR DISCHARGE ANY
OBLIGATION OR DUTY TO BE PERFORMED OR DISCHARGED BY THE ASSIGNOR UNDER THE
ASSIGNED CONTRACT, AND THE ASSIGNOR HEREBY AGREES TO INDEMNIFY THE COLLATERAL
AGENT AND THE SECURED PARTIES FOR, AND TO SAVE THE COLLATERAL AGENT AND THE
SECURED PARTIES HARMLESS FROM, ANY AND ALL LIABILITY ARISING UNDER THE ASSIGNED
CONTRACT, OTHER THAN ARISING OR RESULTING FROM THE COLLATERAL AGENT'S (OR ITS
AGENTS, EMPLOYEES OR CONTRACTORS) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
6. THE ASSIGNOR AGREES THAT THIS ASSIGNMENT AND THE DESIGNATION AND DIRECTIONS
HEREIN SET FORTH ARE IRREVOCABLE.
7. NEITHER THIS ASSIGNMENT NOR ANY ACTION OR INACTION ON THE PART OF THE
COLLATERAL AGENT OR ANY OF THE SECURED PARTIES SHALL CONSTITUTE AN ASSUMPTION ON
THE PART OF THE COLLATERAL AGENT OR ANY OF THE SECURED PARTIES OF ANY
OBLIGATIONS OR DUTIES UNDER THE ASSIGNED CONTRACT.
8. The Assignor covenants and warrants that:
(a) it has the power and authority to