Buyer's own account.
B)
SELLER HEREBY IRREVOCABLY CONSTITUTES AND
APPOINTS BUYER AND ANY OFFICER OR AGENT THEREOF, WITH FULL POWER OF
SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH FULL IRREVOCABLE
POWER AND AUTHORITY IN THE PLACE AND STEAD OF SELLER AND IN THE NAME OF SELLER
OR IN ITS OWN NAME, FROM TIME TO TIME IN BUYER'S DISCRETION, FOR THE PURPOSE OF
CARRYING OUT THE TERMS OF THIS AGREEMENT, TO TAKE ANY AND ALL APPROPRIATE ACTION
AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH MAY BE REASONABLY
NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, TO FILE
SUCH FINANCING STATEMENT OR STATEMENTS RELATING TO THE PURCHASED ASSETS AND THE
COLLATERAL WITHOUT SELLER'S SIGNATURE THEREON AS BUYER AT ITS OPTION MAY DEEM
APPROPRIATE, AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER
HEREBY GIVES BUYER THE POWER AND RIGHT, ON BEHALF OF SELLER, WITHOUT ASSENT BY,
BUT WITH NOTICE TO, SELLER, IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, TO DO THE FOLLOWING:
(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
20
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