FURTHER INSTRUMENTS AND
DOCUMENTS AND TAKE SUCH FURTHER ACTION AS THE BUYER MAY REASONABLY REQUEST FOR
THE PURPOSE OF OBTAINING OR PRESERVING THE FULL BENEFITS OF THIS REPURCHASE
AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING, WITHOUT
LIMITATION, THE FILING OF ANY FINANCING OR CONTINUATION STATEMENTS UNDER THE
UNIFORM COMMERCIAL CODE IN EFFECT IN ANY JURISDICTION WITH RESPECT TO THE LIENS
CREATED HEREBY. EACH SELLER ALSO HEREBY AUTHORIZES THE BUYER TO FILE ANY SUCH
FINANCING OR CONTINUATION STATEMENT WITHOUT THE SIGNATURE OF SUCH SELLER TO THE
EXTENT PERMITTED BY APPLICABLE LAW. A CARBON, PHOTOSTATIC OR OTHER REPRODUCTION
OF THIS REPURCHASE AGREEMENT SHALL BE SUFFICIENT AS A FINANCING STATEMENT FOR
FILING IN ANY JURISDICTION.
4.03
CHANGES IN LOCATIONS, NAME, ETC. NO SELLER SHALL
(I) CHANGE THE LOCATION OF ITS CHIEF EXECUTIVE OFFICE/CHIEF PLACE OF BUSINESS
FROM THAT SPECIFIED IN SECTION 6.12 HEREOF OR (II) CHANGE ITS NAME, IDENTITY OR
CORPORATE STRUCTURE (OR THE EQUIVALENT) OR (III) CHANGE THE LOCATION WHERE IT
MAINTAINS ITS RECORDS WITH RESPECT TO THE PURCHASED ITEMS OR THE COLLATERAL OR
(IV) REINCORPORATE OR REORGANIZE UNDER THE LAWS OF ANOTHER JURISDICTION UNLESS
IT SHALL HAVE GIVEN THE BUYER AT LEAST THIRTY (30) CALENDAR DAYS PRIOR WRITTEN
NOTICE THEREOF AND SHALL HAVE DELIVERED TO THE BUYER ALL UNIFORM COMMERCIAL CODE
FINANCING STATEMENTS AND AMENDMENTS THERETO AS THE BUYER SHALL REQUEST AND TAKEN
ALL OTHER ACTIONS DEEMED NECESSARY BY THE BUYER TO CONTINUE ITS PERFECTED STATUS
IN THE PURCHASED ITEMS AND THE COLLATERAL WITH THE SAME OR BETTER PRIORITY. EACH
SELLER'S FEDERAL TAX IDENTIFICATION NUMBER AND ORGANIZATIONAL IDENTIFICATION
NUMBER IS AS SET FORTH ON SCHEDULE 2. EACH SELLER SHALL PROMPTLY NOTIFY THE
BUYER OF ANY CHANGE IN SUCH ORGANIZATIONAL IDENTIFICATION NUMBER.
4.04
BUYER'S APPOINTMENT AS ATTORNEY-IN-FACT.
(A)
EACH SELLER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE 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 SUCH SELLER AND IN THE NAME OF SUCH SELLER OR IN ITS OWN NAME, FROM
TIME TO TIME IN THE BUYER'S DISCRETION, FOR THE PURPOSE OF CARRYING OUT THE
TERMS OF THIS REPURCHASE AGREEMENT, 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 REPURCHASE AGREEMENT, AND, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, EACH SELLER HEREBY GIVES THE 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 EACH SELLER OR 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
UNDER ANY MORTGAGE INSURANCE OR PAYABLE ON
25
OR WITH RESPECT TO ANY PURCHASED ITEMS OR COLLATERAL AND TO FILE ANY CLAIM OR TO
TAKE ANY