Execution of this Agreement by the Sellers shall constitute ratification
and approval of such appointment.
(B)
NONE OF THE SELLERS MAY REVOKE THE AUTHORITY OF THE SELLER
REPRESENTATIVE.
EACH SELLER HEREBY RATIFIES AND CONFIRMS, AND HEREBY AGREES TO
RATIFY AND CONFIRM, ANY ACTION TAKEN BY THE SELLER REPRESENTATIVE IN THE
EXERCISE OF THE POWER-OF-ATTORNEY GRANTED TO THE SELLER REPRESENTATIVE PURSUANT
TO THIS SECTION 10.2, WHICH POWER-OF-ATTORNEY, BEING COUPLED WITH AN INTEREST,
IS IRREVOCABLE AND SHALL SURVIVE AND NOT BE AFFECTED BY THE SUBSEQUENT
DISSOLUTION, TERMINATION, BANKRUPTCY, DEATH, DISABILITY, INCAPACITY OR
INCOMPETENCE OF SUCH SELLER.
(C)
THE SELLER REPRESENTATIVE SHALL NOT HAVE BY REASON OF THIS
AGREEMENT A FIDUCIARY RELATIONSHIP IN RESPECT OF ANY SELLER, EXCEPT IN RESPECT
OF AMOUNTS RECEIVED ON BEHALF OF SUCH SELLER.
THE SELLER REPRESENTATIVE SHALL
NOT BE LIABLE TO ANY SELLER FOR ANY ACTION TAKEN OR OMITTED BY HIM OR ANY AGENT
EMPLOYED BY HIM HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT, OR IN
CONNECTION THEREWITH, EXCEPT THAT THE SELLER REPRESENTATIVE SHALL NOT BE
RELIEVED OF ANY LIABILITY IMPOSED BY LAW FOR GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
THE SELLER REPRESENTATIVE SHALL NOT BE LIABLE TO ANY OF THE SELLERS
FOR ANY APPORTIONMENT OR DISTRIBUTION OF PAYMENTS MADE BY HIM IN GOOD FAITH, AND
IF ANY SUCH APPORTIONMENT OR DISTRIBUTION IS SUBSEQUENTLY DETERMINED TO HAVE
BEEN MADE IN ERROR THE SOLE RECOURSE OF ANY SELLER TO WHOM PAYMENT WAS DUE, BUT
NOT MADE, SHALL BE TO RECOVER FROM OTHER SELLERS ANY PAYMENT IN EXCESS OF THE
AMOUNT TO WHICH THEY ARE DETERMINED TO HAVE BEEN ENTITLED.
THE SELLER
REPRESENTATIVE SHALL NOT BE REQUIRED TO MAKE ANY INQUIRY CONCERNING EITHER THE
PERFORMANCE OR OBSERVANCE OF ANY OF THE TERMS, PROVISIONS OR CONDITIONS OF THIS
AGREEMENT.
(D)
IN THE EVENT THAT THE SELLER REPRESENTATIVE RESIGNS FOR ANY
REASON, THE SELLER REPRESENTATIVE SHALL (IN CONSULTATION WITH THE SELLERS)
SELECT ANOTHER REPRESENTATIVE TO FILL SUCH VACANCY.
ANY SUBSTITUTED
REPRESENTATIVE SHALL BE DEEMED THE SELLER REPRESENTATIVE FOR ALL PURPOSES OF
THIS AGREEMENT AND THE OTHER ANCILLARY AGREEMENTS.
IF AT ANY TIME THERE SHALL
NOT BE A SELLER REPRESENTATIVE, THEN BUYER MAY HAVE A COURT OF COMPETENT
JURISDICTION APPOINT A SELLER REPRESENTATIVE HEREUNDER.
(E)
EACH SELLER AGREES THAT THE BUYER SHALL BE ENTITLED TO RELY ON ANY
ACTION TAKEN BY THE SELLER REPRESENTATIVE, ON BEHALF OF THE SELLERS, PURSUANT TO
SECTION 9.2(A) ABOVE (EACH, AN "AUTHORIZED ACTION"), AND THAT EACH AUTHORIZED
ACTION SHALL BE BINDING ON EACH SELLER AS FULLY AS IF SUCH SELLER HAD TAKEN SUCH
AUTHORIZED ACTION.
THE BUYER AGREES THAT THE SELLER REPRESENTATIVE SHALL HAVE
NO LIABILITY TO THE BUYER FOR ANY AUTHORIZED ACTION, EXCEPT TO THE EXTENT THAT
SUCH AUTHORIZED ACTION IS FOUND BY A FINAL ORDER OF A COURT OF COMPETENT
JURISDICTION TO HAVE CONSTITUTED FRAUD OR WILLFUL MISCONDUCT.
(F)
THE BUYER SHALL BE ENTITLED TO RELY ON THE FULL POWER AND
AUTHORITY OF THE SELLER REPRESENTATIVE TO ACT HEREUNDER AND UNDER ANY EXHIBIT OR
SCHEDULE HERETO OR ANY ANCILLARY AGREEMENT ON BEHALF OF THE SELLERS, AND SHALL