JUDGMENT, AND, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, MAY (A) AMEND ANY TRANSACTION OR RENEW OR EXTEND THE TIME FOR PAYMENT
OR PERFORMANCE OR GRANT ANY OTHER INDULGENCE TO ANY CUSTOMER; AND (B) MAKE ANY
SETTLEMENTS OR COMPROMISES THEREWITH; (C) DEMAND ADDITIONAL COLLATERAL OR
RELEASE ITS LIEN UPON ANY SOFTWARE; (D) RESTRUCTURE, DEFER OR OTHERWISE ALTER
PAYMENT TERMS; AND (E) TRANSFER OR ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS IN
REGARD OF ANY TRANSACTION OR ANY SOFTWARE.
GE CAPITAL'S AND COMPANY'S RIGHTS
AND OBLIGATIONS HEREUNDER SHALL REMAIN UNAFFECTED BY ANY SUCH ACTIVITY.
IN THE
EVENT COMPANY RECEIVES ANY PAYMENT ON A TRANSACTION, COMPANY SHALL PROMPTLY
FORWARD SUCH PAYMENT TO GE CAPITAL.
COMPANY HEREBY IRREVOCABLY APPOINTS GE
CAPITAL ITS ATTORNEY-IN-FACT TO ACT IN ITS NAME AND STEAD IN REGARD OF THE
TRANSACTIONS, INCLUDING WITHOUT LIMITATION THE RIGHT TO ENDORSE, OR SIGN
COMPANY'S NAME ON ALL CHECKS, COLLECTIONS, RECEIPTS OR OTHER DOCUMENTS WITH
REGARD TO THE TRANSACTIONS, AS GE CAPITAL DEEMS NECESSARY OR APPROPRIATE TO
PROTECT ITS RIGHT, TITLE AND INTEREST IN AND TO THE TRANSACTIONS AND THE
SECURITY INTENDED TO BE AFFORDED THEREBY AND HEREBY.
7.
REPRESENTATIONS AND WARRANTIES.
COMPANY HEREBY REPRESENTS, WARRANTS AND COVENANTS TO GE CAPITAL, ITS SUCCESSORS
AND ASSIGNS, AS OF THE DATE HEREOF, AND OF THE OFFER DOCUMENT PACKAGE AND THE
FINAL DOCUMENT PACKAGE IN RESPECT OF EACH TRANSACTION PURSUANT HERETO, THAT:
(A)
COMPANY IS A DULY ORGANIZED AND VALIDLY
EXISTING CORPORATION AND HAS FULL POWER TO ENTER INTO THIS AGREEMENT AND TO
CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREBY;
(B)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE PERFORMANCE BY COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION;
(C)
THIS AGREEMENT CONSTITUTES A LEGAL, VALID
AND BINDING OBLIGATION OF COMPANY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS;
(D)
NEITHER THE EXECUTION OF THIS AGREEMENT NOR
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL CONSTITUTE A
VIOLATION OR DEFAULT OF ANY STATUTE, RULE, OR DECREE OF ANY COURT,
ADMINISTRATIVE AGENCY OR GOVERNMENTAL BODY TO WHICH COMPANY IS OR MAY BE
SUBJECT;
(E)
ALL DOCUMENTS RELATING TO A TRANSACTION TO
WHICH COMPANY IS A PARTY OR BY WHICH IT IS BOUND WILL BE GENUINE, LEGAL, VALID,
AND BINDING OBLIGATIONS OF COMPANY, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS
AND COMPANY WILL NOT AMEND, CHANGE, SETTLE, OR COMPROMISE ANY TRANSACTION
WITHOUT THE PRIOR WRITTEN CONSENT OF GE CAPITAL;
(F)
THERE ARE AND WILL BE NO AGREEMENTS
BETWEEN COMPANY OR ITS AGENTS AND ANY CUSTOMER IN CONNECTION WITH ANY
TRANSACTION, EXCEPT AS CONTAINED THEREIN, AND NO EXPRESS OR
3
IMPLIED WARRANTIES HAVE BEEN OR WILL BE MADE BY COMPANY OR ITS AGENTS TO SUCH
CUSTOMER, EXCEPT AS CONTAINED IN THE TRANSACTION DOCUMENTS;
(G)
COMPANY HAS NOT RECEIVED ANY LICENSE FEES OR
OTHER MONIES FROM ANY CUSTOMER IN RESPECT OF PAYMENTS DUE UNDER ANY TRANSACTION
FOLLOWING THE DATE OF PURCHASE BY GE CAPITAL AND WILL IMMEDIATELY REMIT SUCH
FUNDS TO GE CAPITAL IF ANY ARE RECEIVED;
(H)
GE CAPITAL SHALL HAVE A FIRST PRIORITY