EQUITY OR
OTHERWISE DEEMED APPROPRIATE BY THE BUYER FOR THE PURPOSE OF COLLECTING ANY AND
ALL SUCH MONEYS DUE WITH RESPECT TO ANY OTHER REPURCHASE ASSETS WHENEVER
PAYABLE;
(II)
TO PAY OR DISCHARGE TAXES AND LIENS LEVIED
OR PLACED ON OR THREATENED AGAINST THE REPURCHASE ASSETS;
(III)
(A) TO DIRECT ANY PARTY LIABLE FOR ANY
PAYMENT UNDER ANY REPURCHASE ASSETS 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 REPURCHASE ASSETS; (C) TO SIGN AND ENDORSE ANY
INVOICES, ASSIGNMENTS, VERIFICATIONS, NOTICES AND OTHER DOCUMENTS IN CONNECTION
WITH ANY REPURCHASE 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 REPURCHASE ASSETS OR ANY PROCEEDS THEREOF AND TO ENFORCE ANY OTHER
RIGHT IN RESPECT OF ANY REPURCHASE ASSETS; (E) TO DEFEND ANY SUIT, ACTION OR
PROCEEDING BROUGHT AGAINST SUCH SELLER WITH RESPECT TO ANY REPURCHASE 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 THE BUYER MAY DEEM APPROPRIATE; AND (G) GENERALLY, TO SELL,
TRANSFER, PLEDGE AND MAKE ANY AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL WITH
ANY REPURCHASE ASSETS 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
SUCH SELLER'S 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
REPURCHASE ASSETS AND THE BUYER'S LIENS THEREON AND TO EFFECT THE INTENT OF THIS
REPURCHASE AGREEMENT, ALL AS FULLY AND EFFECTIVELY AS SUCH SELLER MIGHT DO.
60
(B)
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.
(C)
EACH SELLER ALSO AUTHORIZES THE BUYER, IF
AN EVENT OF DEFAULT SHALL HAVE OCCURRED, FROM TIME TO TIME, TO EXECUTE, IN
CONNECTION WITH ANY SALE PROVIDED FOR IN SECTION 14 HEREOF, ANY ENDORSEMENTS,
ASSIGNMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER WITH RESPECT TO THE
REPURCHASE ASSETS.
(D)
THE POWERS CONFERRED ON THE BUYER HEREUNDER
ARE SOLELY TO PROTECT THE BUYER'S INTERESTS IN THE REPURCHASE ASSETS AND SHALL
NOT IMPOSE ANY DUTY UPON IT TO EXERCISE ANY SUCH POWERS.
THE BUYER SHALL BE
ACCOUNTABLE ONLY FOR AMOUNTS THAT IT ACTUALLY RECEIVES AS A RESULT OF THE
EXERCISE OF SUCH POWERS, AND NEITHER IT NOR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS SHALL BE RESPONSIBLE TO THE SELLERS FOR ANY ACT OR FAILURE
TO ACT HEREUNDER, EXCEPT FOR ITS OR