BUYER'S EXPENSE, IT WILL PROMPTLY AUTHORIZE, EXECUTE AND DELIVER ALL
INSTRUMENTS AND DOCUMENTS, AND TAKE ALL ACTIONS, THAT THE BUYER MAY REASONABLY
REQUEST IN ORDER TO PERFECT, PROTECT OR MORE FULLY EVIDENCE THE RECEIVABLES
HEREUNDER AND THE OWNERSHIP OR FIRST PRIORITY PERFECTED SECURITY INTEREST
GRANTED IN THE SALE ASSETS, OR TO ENABLE THE BUYER TO EXERCISE AND ENFORCE ITS
RIGHTS AND REMEDIES HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT.
(C)
IF THE SELLER FAILS TO PERFORM ANY OF ITS
OBLIGATIONS HEREUNDER WITH RESPECT TO THE MAINTENANCE OF THE PERFECTION AND
PRIORITY OF THE INTERESTS OF THE BUYER IN THE SALE ASSETS, OR IF THE SELLER
FAILS TO PERFORM ANY OF ITS OTHER OBLIGATIONS HEREUNDER FOR TEN (10) DAYS
FOLLOWING RECEIPT OF NOTICE FROM THE BUYER, THE BUYER MAY (BUT SHALL NOT BE
REQUIRED TO) PERFORM, OR CAUSE PERFORMANCE OF, SUCH OBLIGATION; AND THE BUYER'S
COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE BY THE
SELLER AS PROVIDED IN ARTICLE IX.
THE SELLER IRREVOCABLY AUTHORIZES THE BUYER
AT ANY TIME AND FROM TIME TO TIME AT THE BUYER'S SOLE DISCRETION AND APPOINTS
THE BUYER AS ITS ATTORNEY-IN-FACT TO ACT ON BEHALF OF THE SELLER (I) TO FILE
PROTECTIVE FILINGS ON BEHALF OF THE SELLER, AS DEBTOR, NECESSARY OR DESIRABLE IN
THE BUYER'S SOLE DISCRETION TO PERFECT AND TO MAINTAIN THE PERFECTION AND
PRIORITY OF THE INTEREST OF THE BUYER IN THE SALE ASSETS IN THE EVENT OF AN
INCONSISTENT DETERMINATION, AND (II) TO FILE A CARBON, PHOTOGRAPHIC OR OTHER
REPRODUCTION OF THIS AGREEMENT OR ANY FINANCING STATEMENT WITH RESPECT TO THE
SALE ASSETS AS A FINANCING STATEMENT IN SUCH OFFICES AS THE BUYER IN ITS SOLE
DISCRETION DEEMS NECESSARY OR DESIRABLE TO PERFECT AND TO MAINTAIN THE
PERFECTION AND PRIORITY OF THE INTERESTS OF THE BUYER IN THE SALE ASSETS. THIS
APPOINTMENT IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE.
Section 10.10.
Execution in Counterparts; Severability;
Integration.
This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts (including by facsimile), each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement. In case any provision in
or obligation under this Agreement shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. This
Agreement, the Transaction Documents and any other agreements or letters
(including fee letters) executed in connection herewith contain the final and
complete integration of all prior expressions by the parties hereto with respect
to the subject matter hereof and shall constitute the entire agreement among the
parties hereto with respect to the subject matter hereof, superseding all prior
oral or written understandings.
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Section 10.11.
Heading and Exhibits.
The headings herein are for purposes of references only and shall not otherwise
affect