OTHER ACTION OR PROCEEDING IN ANY COURT OF LAW OR EQUITY OR OTHERWISE
DEEMED APPROPRIATE BY THE BUYER FOR THE PURPOSE OF COLLECTING ANY AND ALL SUCH
MONEYS DUE UNDER ANY SUCH MORTGAGE INSURANCE OR WITH RESPECT TO ANY PURCHASED
ITEMS OR COLLATERAL WHENEVER PAYABLE;
(II)
TO PAY OR DISCHARGE TAXES AND LIENS LEVIED
OR PLACED ON OR THREATENED AGAINST ANY PURCHASED ITEMS OR COLLATERAL; AND
(III)
(A) TO DIRECT ANY PARTY LIABLE FOR ANY
PAYMENT UNDER ANY PURCHASED ITEMS OR COLLATERAL TO MAKE PAYMENT OF ANY AND ALL
MONEYS DUE OR TO BECOME DUE THEREUNDER DIRECTLY TO THE BUYER OR AS THE 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 ITEMS OR COLLATERAL; (C) TO
SIGN AND ENDORSE ANY INVOICES, ASSIGNMENTS, VERIFICATIONS, NOTICES AND OTHER
DOCUMENTS IN CONNECTION WITH ANY OF THE PURCHASED ITEMS OR COLLATERAL; (D) TO
COMMENCE AND PROSECUTE ANY SUITS, ACTIONS OR PROCEEDINGS AT LAW OR IN EQUITY IN
ANY COURT OF COMPETENT JURISDICTION TO COLLECT ANY PURCHASED ITEMS OR COLLATERAL
OR ANY PORTION THEREOF AND TO ENFORCE ANY OTHER RIGHT IN RESPECT OF ANY
PURCHASED ITEMS OR COLLATERAL; (E) TO DEFEND ANY SUIT, ACTION OR PROCEEDING
BROUGHT AGAINST ANY SELLER WITH RESPECT TO ANY PURCHASED ITEMS OR COLLATERAL;
(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 THE BUYER MAY DEEM APPROPRIATE; AND (G) GENERALLY, TO SELL,
TRANSFER, PLEDGE AND MAKE ANY AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL WITH
ANY OF THE PURCHASED ITEMS OR COLLATERAL AS FULLY AND COMPLETELY AS THOUGH THE
BUYER WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND TO DO, AT THE
BUYER'S OPTION AND THE SELLERS' EXPENSE, AT ANY TIME, AND FROM TIME TO TIME, ALL
ACTS AND THINGS WHICH THE BUYER DEEMS NECESSARY TO PROTECT, PRESERVE OR REALIZE
UPON THE PURCHASED ITEMS OR COLLATERAL AND THE BUYER'S LIENS THEREON AND TO
EFFECT THE INTENT OF THIS REPURCHASE AGREEMENT, ALL AS FULLY AND EFFECTIVELY AS
THE SELLERS MIGHT DO;
(IV)
TO EFFECTUATE THE TRANSFER OF SERVICING TO THE
DESIGNEE OF THE BUYER.
Each 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.
(B)
EACH SELLER ALSO AUTHORIZES THE BUYER, AT ANY TIME AND FROM TIME TO TIME,
TO EXECUTE, IN CONNECTION WITH ANY SALE PROVIDED FOR IN SECTION 4.07 HEREOF, ANY
ENDORSEMENTS, ASSIGNMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER WITH
RESPECT TO THE PURCHASED ITEMS OR COLLATERAL AND TO FILE ANY INITIAL FINANCING
STATEMENTS, AMENDMENTS THERETO AND CONTINUATION STATEMENTS WITH OR WITHOUT THE
SIGNATURE OF ANY SELLER AS AUTHORIZED BY APPLICABLE LAW, AS APPLICABLE TO ALL OR
ANY PART OF THE PURCHASED