(I)
IN THE NAME OF 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
WITH RESPECT TO ANY OTHER PURCHASED ASSETS 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 BUYER FOR THE PURPOSE OF COLLECTING ANY AND ALL SUCH MONEYS DUE
WITH RESPECT TO ANY OTHER PURCHASED ASSETS WHENEVER PAYABLE;
(II)
TO PAY OR DISCHARGE TAXES AND LIENS LEVIED
OR PLACED ON OR THREATENED AGAINST THE PURCHASED ASSETS;
(III)
(A) TO DIRECT ANY PARTY LIABLE FOR ANY
PAYMENT UNDER ANY PURCHASED ASSETS TO MAKE PAYMENT OF ANY AND ALL MONEYS DUE OR
TO BECOME DUE THEREUNDER DIRECTLY TO BUYER OR AS BUYER 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 ASSETS; (C) TO SIGN AND ENDORSE ANY INVOICES,
ASSIGNMENTS, VERIFICATIONS, NOTICES AND OTHER DOCUMENTS IN CONNECTION WITH ANY
PURCHASED ASSETS; (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 ASSETS OR ANY PROCEEDS THEREOF AND TO ENFORCE ANY OTHER
RIGHT IN RESPECT OF ANY PURCHASED ASSETS; (E) TO DEFEND ANY SUIT, ACTION OR
PROCEEDING BROUGHT AGAINST SELLER WITH RESPECT TO ANY PURCHASED ASSETS; (F) TO
SETTLE, COMPROMISE OR ADJUST ANY SUIT, ACTION OR PROCEEDING DESCRIBED IN CLAUSE
(E) ABOVE AND, IN CONNECTION THEREWITH, TO GIVE SUCH DISCHARGES OR RELEASES AS
BUYER MAY DEEM APPROPRIATE; AND (G) GENERALLY, TO SELL, TRANSFER, PLEDGE AND
MAKE ANY AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL WITH ANY PURCHASED ASSETS
AS FULLY AND COMPLETELY AS THOUGH BUYER WERE THE ABSOLUTE OWNER THEREOF FOR ALL
PURPOSES, AND TO DO, AT BUYER'S OPTION AND SELLER'S EXPENSE, AT ANY TIME, AND
FROM TIME TO TIME, ALL ACTS AND THINGS WHICH BUYER DEEMS NECESSARY TO PROTECT,
PRESERVE OR REALIZE UPON THE PURCHASED ASSETS AND THE COLLATERAL AND BUYER'S
LIENS THEREON AND TO EFFECT THE INTENT OF THIS AGREEMENT, ALL AS FULLY AND
EFFECTIVELY AS SELLER MIGHT DO.
Seller hereby ratifies all that said attorneys shall lawfully do or cause to be
done by virtue hereof.
This power of attorney is a power coupled with an
interest and shall be irrevocable until all Obligations have been paid in full
and this Agreement is terminated in accordance with the terms hereof.
Seller also authorizes Buyer, if an Event of Default shall have occurred, from
time to time, to execute, in connection with any sale provided for in Section 20
hereof, any
21
ENDORSEMENTS, ASSIGNMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER WITH
RESPECT TO THE PURCHASED ASSETS.
THE POWERS CONFERRED ON BUYER HEREUNDER ARE
SOLELY TO PROTECT BUYER'S INTERESTS IN THE PURCHASED ASSETS AND