EFTA01356073.pdf

residue to pay the Obligations in such order as it impaired thereby. elects and Debtor will remain liable for any deficiency with interest. All foreign exchange 10. No failure or delay by Lender in losses incurred in connection with the conversion exercising any right or remedy and no course of of any Collateral denominated in a foreign currency dealing between Lender and Debtor shall operate as to U.S. dollars shall be borne by Debtor. If Lender a waiver thereof, nor shall any single or partial shall be subject to any volume limitations in the exercise of any right preclude any other or future sale of Collateral, Debtor shall not at any such time exercise thereof. All rights and remedies of Lender sell, or permit any party controlled by Debtor to shall be cumulative and may be exercised singly or sell, any securities if the sale thereof would concurrently. No notice to or demand on Debtor adversely affect Lender's ability to sell the shall entitle Debtor to any other or further notice or Collateral. If Lender sells any of the Collateral demand, or constitute a waiver of Lender's rights. upon credit, Debtor will be credited only with payments actually made by the purchaser, received II. This Agreement may not be modified, by Lender and applied to the indebtedness of the changed, waived or discharged orally, but only by a purchaser. In the event the purchaser fails to pay writing signed by the parties hereto. Any waiver of for the Collateral, Lender may resell the Collateral any provision of this Agreement or any consent to and Debtor shall be credited with the proceeds of any departure by Debtor therefrom shall be the sale. effective only in the specific instance and for the specific purpose for which given. This Agreement 8. Debtor hereby irrevocably designates shall be and remain the independent obligation of and appoints each of Lender and any designee or Debtor, shall inure to the benefit of and be agent (each an "Attorney") as attorney-in-fact of enforceable by Lender and its successors, Debtor, with full power of substitution, each with transferees and assigns, and shall be binding upon authority acting alone to re-direct, receive and Debtor and Debtor's heirs, executors, successors dispose of Debtor's mail, sign or endorse Debtor's and assigns, provided that Debtor may not transfer, name on notes, acceptances, checks, drafts, assign or delegate any of Debtor's rights or instruments, certificates, powers, assignments and obligations hereunder, and, at Lender's option, any other documents, execute proofs of claim and loss, such purported transfer, assignment or delegation releases, endorsements, assignments and other shall be void. This Agreement shall terminate upon instruments of conveyance, and do all other acts final payment in full to Lender of all of the and things necessary and advisable in the sole Obligations and termination of any obligation of discretion of Attorney to carry out and enforce this Lender to make advances, and shall continue to be Agreement. All acts of each Attorney are hereby effective or shall be reinstated, as the case may be, ratified and approved and no Attorney shall be if at any time payment of or on account of any of liable for any acts of commission or omission or for the Obligations is rescinded or must otherwise be errors of judgment or mistake of fact or law. This restored or returned by Lender upon the insolvency, power of attorney is irrevocable and coupled with bankruptcy or reorganization of Debtor or any other an interest. person or otherwise, all as though such payment had not been made. 9. In the event and to the extent that any provision of this Agreement shall be invalid, illegal 12. Lender is hereby authorized at any time or unenforceable in any jurisdiction, the validity, and from time to time, to the fullest extent legality and enforceability of the remaining permitted by law, to set off and apply any and all provisions, or of such provision in any other deposits (general or special, time or demand, jurisdiction, shall not in any way be affected or provisional or final) at any time held and other Confidential Curtlidentsal 16178v12 .5- CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0041544 CONFIDENTIAL SDNY_GM_00187728 EFTA01356073