Buyer's own
account.
20
B)
SELLER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS AGENT 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 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, TO FILE SUCH FINANCING STATEMENT OR
STATEMENTS RELATING TO THE PURCHASED ASSETS AND THE COLLATERAL WITHOUT SELLER'S
SIGNATURE THEREON AS AGENT AT ITS OPTION MAY DEEM APPROPRIATE, AND, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, SELLER HEREBY GIVES AGENT 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 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 AGENT FOR THE PURPOSE
OF COLLECTING ANY AND ALL SUCH MONEYS DUE WITH RESPECT TO ANY 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 AGENT OR AS 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 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 AGENT 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
AGENT WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND TO