WITH THE AGENT'S ACTIVITIES PURSUANT TO
THIS SECTION 13.11 ("DUE DILIGENCE COSTS"); PROVIDED THAT, IN THE EVENT THAT A
DEFAULT OR AN EVENT OF DEFAULT SHALL HAVE OCCURRED, THE SELLERS SHALL REIMBURSE
THE AGENT FOR ALL DUE DILIGENCE COSTS FOR ANY AND ALL REASONABLE OUT-OF-POCKET
COSTS AND EXPENSES INCURRED BY THE AGENT IN CONNECTION WITH ANY DUE DILIGENCE
REVIEW CONDUCTED BY THE THE AGENT PURSUANT TO THIS
90
SECTION 13.11 FOLLOWING THE OCCURRENCE AND DURING THE CONTINUATION OF SUCH
DEFAULT OR EVENT OF DEFAULT.
SECTION 13.12
BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT.
(A)
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
EACH SELLER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE AGENT AND ANY
OFFICER OR AGENT THEREOF, WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND
LAWFUL ATTORNEY-IN-FACT (COUPLED WITH AN INTEREST) WITH FULL IRREVOCABLE POWER
AND AUTHORITY IN THE PLACE AND STEAD OF THE SELLER AND IN THE NAME OF THE SELLER
OR IN ITS OWN NAME, FROM TIME TO TIME IN THE AGENT'S DISCRETION, FOR THE PURPOSE
OF CARRYING OUT THE TERMS OF THIS AGREEMENT, TO TAKE ANY AND ALL APPROPRIATE
ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH MAY BE
REASONABLY NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT,
AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH SELLER HEREBY GIVES
THE AGENT THE POWER AND RIGHT, ON BEHALF OF THE SELLER, WITHOUT ASSENT BY, BUT
WITH WRITTEN NOTICE TO, THE SELLER, TO DO THE FOLLOWING:
(I)
IN THE NAME OF THE SELLER, OR IN ITS OWN
NAME, OR OTHERWISE, TO TAKE POSSESSION OF AND ENDORSE AND COLLECT ANY CHECKS,
DRAFTS, NOTES, ACCEPTANCES OR OTHER INSTRUMENTS FOR THE PAYMENT OF MONEYS DUE
UNDER ANY MORTGAGE INSURANCE OR WITH RESPECT TO ANY OTHER PURCHASED ITEMS AND TO
FILE ANY CLAIM OR TO TAKE ANY OTHER ACTION OR PROCEEDING IN ANY COURT OF LAW OR
EQUITY OR OTHERWISE DEEMED APPROPRIATE BY THE AGENT FOR THE PURPOSE OF
COLLECTING ANY AND ALL SUCH MONEYS DUE UNDER ANY SUCH MORTGAGE INSURANCE OR WITH
RESPECT TO ANY OTHER PURCHASED ITEMS WHENEVER PAYABLE;
(II)
TO PAY OR DISCHARGE TAXES AND LIENS LEVIED
OR PLACED ON OR THREATENED AGAINST THE PURCHASED ITEMS;
(III)
(A) TO DIRECT ANY PARTY LIABLE FOR ANY
PAYMENT UNDER ANY PURCHASED ITEMS TO MAKE PAYMENT OF ANY AND ALL MONEYS DUE OR
TO BECOME DUE THEREUNDER DIRECTLY TO THE AGENT OR AS THE AGENT 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 ITEMS; (C) TO SIGN AND ENDORSE ANY INVOICES,
ASSIGNMENTS, VERIFICATIONS, NOTICES AND OTHER DOCUMENTS IN CONNECTION WITH ANY
PURCHASED ITEMS; (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 ITEMS OR ANY PROCEEDS THEREOF AND TO ENFORCE ANY OTHER RIGHT IN
RESPECT OF