MONEYS DUE OR TO BECOME DUE
THEREUNDER DIRECTLY TO BUYER OR AS BUYER SHALL DIRECT; (B) TO ASK OR DEMAND FOR,
COLLECT, RECEIVE PAYMENT OF AND RECEIPT FOR, ANY AND ALL MONEYS, CLAIMS AND
OTHER AMOUNTS DUE OR TO BECOME DUE AT ANY TIME IN RESPECT OF OR ARISING OUT OF
ANY PURCHASED ASSETS; (C) TO SIGN AND ENDORSE ANY INVOICES, ASSIGNMENTS,
VERIFICATIONS, NOTICES AND OTHER DOCUMENTS IN CONNECTION WITH ANY PURCHASED
ASSETS; (D) TO COMMENCE AND PROSECUTE ANY SUITS, ACTIONS OR PROCEEDINGS AT LAW
OR IN EQUITY IN ANY COURT OF COMPETENT JURISDICTION TO COLLECT THE PURCHASED
ASSETS OR ANY PROCEEDS THEREOF AND TO ENFORCE ANY OTHER RIGHT IN RESPECT OF ANY
PURCHASED ASSETS; (E) TO DEFEND ANY SUIT, ACTION OR PROCEEDING BROUGHT AGAINST
SELLER WITH RESPECT TO ANY PURCHASED ASSETS; (F) TO SETTLE, COMPROMISE OR ADJUST
ANY SUIT, ACTION OR PROCEEDING DESCRIBED IN CLAUSE (E) ABOVE AND, IN CONNECTION
THEREWITH, TO GIVE SUCH DISCHARGES OR RELEASES AS BUYER MAY DEEM APPROPRIATE;
AND (G) GENERALLY, TO SELL, TRANSFER, PLEDGE AND MAKE ANY AGREEMENT WITH RESPECT
TO OR OTHERWISE DEAL WITH ANY PURCHASED ASSETS AS FULLY AND COMPLETELY AS THOUGH
BUYER WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND TO DO, AT BUYER'S
OPTION AND SELLER'S EXPENSE, AT ANY TIME, AND FROM TIME TO TIME, ALL ACTS AND
THINGS WHICH BUYER DEEMS NECESSARY TO PROTECT, PRESERVE OR REALIZE UPON THE
PURCHASED ASSETS AND THE COLLATERAL AND BUYER'S LIENS THEREON AND TO EFFECT THE
INTENT OF THIS AGREEMENT, ALL AS FULLY AND EFFECTIVELY AS SELLER MIGHT DO.
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 until all Obligations have been paid in full
and this Agreement is terminated in accordance with the terms hereof.
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 20
hereof, any endorsements, assignments or other instruments of conveyance or
transfer with respect to the Purchased Assets.
The powers conferred on Buyer
hereunder are solely to protect Buyer's interests in the Purchased Assets 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.
10.
CONDITIONS PRECEDENT
A)
AS CONDITIONS PRECEDENT TO THE FIRST TRANSACTION TO OCCUR ON OR
AFTER THE EFFECTIVE DATE, BUYER SHALL HAVE COMPLETED THE DUE DILIGENCE REVIEW
PURSUANT TO SECTION 39, AND SUCH REVIEW SHALL BE SATISFACTORY TO BUYER IN ITS
SOLE DISCRETION.
BUYER SHALL HAVE RECEIVED ON OR BEFORE THE DAY OF SUCH FIRST
TRANSACTION THE FOLLOWING, IN FORM AND