of an Event of Default, each Seller hereby
irrevocably constitutes and appoints the Agent and any officer or agent thereof,
with full power of substitution, as its true and lawful attorney-in-fact
(coupled with an interest) with full irrevocable power and authority in the
place and stead of the Seller and in the name of the Seller or in its own name,
from time to time in the Agent'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, and, without limiting
the generality of the foregoing, each Seller hereby gives the Agent the power
and right, on behalf of the Seller, without assent by, but with written notice
to, the Seller, to do the following:
(I)
IN THE NAME OF THE 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 UNDER ANY
MORTGAGE INSURANCE OR WITH RESPECT TO ANY OTHER PURCHASED ITEMS 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 THE AGENT FOR THE PURPOSE OF COLLECTING ANY AND
ALL SUCH MONEYS DUE UNDER ANY SUCH MORTGAGE INSURANCE OR WITH RESPECT TO ANY
OTHER PURCHASED ITEMS WHENEVER PAYABLE;
(II)
TO PAY OR DISCHARGE TAXES AND LIENS LEVIED OR PLACED ON OR
THREATENED AGAINST THE PURCHASED ITEMS;
(III)
(A) TO DIRECT ANY PARTY LIABLE FOR ANY PAYMENT UNDER ANY
PURCHASED ITEMS TO MAKE PAYMENT OF ANY AND ALL MONEYS DUE OR TO BECOME DUE
THEREUNDER DIRECTLY TO THE AGENT OR AS THE AGENT 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 ITEMS; (C) TO SIGN AND ENDORSE ANY INVOICES,
ASSIGNMENTS, VERIFICATIONS, NOTICES AND OTHER DOCUMENTS IN CONNECTION WITH ANY
PURCHASED ITEMS; (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 ITEMS OR ANY PROCEEDS THEREOF AND TO ENFORCE ANY OTHER RIGHT IN
RESPECT OF ANY PURCHASED ITEMS; (E) TO DEFEND ANY SUIT, ACTION OR PROCEEDING
BROUGHT AGAINST THE SELLER WITH RESPECT TO ANY PURCHASED ITEMS; (F) TO SETTLE,
COMPROMISE OR ADJUST WITHOUT THE SELLER'S CONSENT ANY SUIT, ACTION OR PROCEEDING
DESCRIBED IN CLAUSE (E) ABOVE AND, IN CONNECTION THEREWITH, TO GIVE SUCH
DISCHARGES OR RELEASES AS THE AGENT MAY DEEM APPROPRIATE; AND (G) GENERALLY, TO
SELL, TRANSFER, PLEDGE AND MAKE ANY AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL
WITH ANY PURCHASED ITEMS AS FULLY AND COMPLETELY AS THOUGH THE AGENT WERE THE
ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND TO DO, AT THE