UPON THE PURCHASED ITEMS, TO TAKE ANY AND ALL APPROPRIATE ACTION AND
TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH MAY BE NECESSARY OR
DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, TO PROTECT, PRESERVE AND REALIZE UPON THE PURCHASED ITEMS, TO FILE
SUCH FINANCING STATEMENT OR STATEMENTS RELATING TO THE PURCHASED LOANS AND THE
PURCHASED ITEMS WITHOUT SUCH 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 SUCH SELLER, WITHOUT
ASSENT BY, BUT WITH NOTICE TO, SUCH SELLER, IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, TO DO THE FOLLOWING:
(I)
IN THE NAME OF SUCH 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 PURCHASED
LOANS 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 PURCHASED LOANS
WHENEVER PAYABLE;
(II)
TO PAY OR DISCHARGE TAXES AND LIENS LEVIED OR PLACED ON OR THREATENED
AGAINST THE PURCHASED LOANS;
(III)
(A) TO DIRECT ANY PARTY LIABLE FOR ANY PAYMENT UNDER ANY PURCHASED
LOANS 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
LOANS; (C) TO SIGN AND ENDORSE ANY INVOICES, ASSIGNMENTS, VERIFICATIONS, NOTICES
AND OTHER DOCUMENTS IN CONNECTION WITH ANY PURCHASED LOANS; (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 LOANS OR ANY PROCEEDS THEREOF
AND TO ENFORCE ANY OTHER RIGHT IN RESPECT OF ANY PURCHASED LOANS; (E) TO DEFEND
ANY SUIT, ACTION OR PROCEEDING BROUGHT AGAINST SELLER WITH RESPECT TO ANY
PURCHASED LOANS; (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 LOANS 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,
27
PRESERVE OR REALIZE UPON THE PURCHASED LOANS AND THE PURCHASED ITEMS AND BUYER'S
LIENS THEREON AND TO EFFECT THE INTENT OF THIS AGREEMENT, ALL AS FULLY AND