DEBTOR OR ITS OWN
NAME, FOR THE SOLE USE AND BENEFIT OF THE SECURED PARTIES, BUT AT THE DEBTOR'S
EXPENSE, AT ANY TIME AND FROM TIME TO TIME, TO TAKE ANY AND ALL APPROPRIATE
ACTION AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH MAY BE
NECESSARY OR DESIRABLE TO CARRY OUT THE TERMS OF THIS AGREEMENT AND, WITHOUT
LIMITING THE FOREGOING, THE DEBTOR HEREBY GIVES THE SECURED PARTIES THE POWER
AND RIGHT ON ITS BEHALF, WITHOUT NOTICE TO OR FURTHER ASSENT BY THE DEBTOR TO DO
THE FOLLOWING:
9
(A)
TO RECEIVE, TAKE, ENDORSE, ASSIGN AND
DELIVER ANY AND ALL CHECKS, NOTES, DRAFTS, ACCEPTANCES, DOCUMENTS AND OTHER
NEGOTIABLE AND NONNEGOTIABLE INSTRUMENTS TAKEN OR RECEIVED BY THE DEBTOR AS, OR
IN CONNECTION WITH, THE COLLATERAL;
(B)
TO DEMAND, SUE FOR, COLLECT, RECEIVE AND
GIVE ACQUITTANCE FOR ANY AND ALL MONIES DUE OR TO BECOME DUE UPON OR IN
CONNECTION WITH THE COLLATERAL;
(C)
TO COMMENCE, SETTLE, COMPROMISE, COMPOUND,
PROSECUTE, DEFEND OR ADJUST ANY CLAIM, SUIT, ACTION OR PROCEEDING WITH RESPECT
TO, OR IN CONNECTION WITH, THE COLLATERAL;
(D)
TO SELL, TRANSFER, ASSIGN OR OTHERWISE DEAL
IN OR WITH THE COLLATERAL OR ANY PART THEREOF, AS FULLY AND EFFECTUALLY AS IF
THE SECURED PARTIES WERE THE ABSOLUTE OWNERS THEREOF; AND
(E)
TO DO, AT THEIR OPTION, BUT AT THE EXPENSE
OF THE DEBTOR, AT ANY TIME OR FROM TIME TO TIME, ALL ACTS AND THINGS WHICH THE
SECURED PARTIES DEEM NECESSARY TO PROTECT OR PRESERVE THE COLLATERAL AND TO
REALIZE UPON THE COLLATERAL.
5.2
RIGHTS AND REMEDIES.
IF AN EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, THE SECURED PARTIES SHALL BE ENTITLED TO
EXERCISE IN RESPECT OF THE COLLATERAL ALL OF THEIR RIGHTS, POWERS AND REMEDIES
PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE TO THEM BY LAW, IN EQUITY OR
OTHERWISE, INCLUDING ALL RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE
UNIFORM COMMERCIAL CODE, AND SHALL BE ENTITLED IN PARTICULAR, BUT WITHOUT
LIMITATION OF THE FOREGOING, TO EXERCISE THE FOLLOWING RIGHTS, WHICH THE DEBTOR
AGREES TO BE COMMERCIALLY REASONABLE:
(A)
TO NOTIFY ANY OR ALL ACCOUNT DEBTORS OR
OBLIGORS UNDER ANY COLLATERAL ACCOUNTS OR OTHER COLLATERAL OF THE SECURITY
INTEREST IN FAVOR OF THE SECURED PARTIES CREATED HEREBY AND TO DIRECT ALL SUCH
PERSONS TO MAKE PAYMENTS OF ALL AMOUNTS DUE THEREON OR THEREUNDER DIRECTLY TO
THE SECURED PARTIES OR TO AN ACCOUNT DESIGNATED BY THE SECURED PARTIES; AND IN
SUCH INSTANCE AND FROM AND AFTER SUCH NOTICE, ALL AMOUNTS AND PROCEEDS RECEIVED
BY THE DEBTOR IN RESPECT OF ANY COLLATERAL ACCOUNTS OR OTHER COLLATERAL SHALL BE
RECEIVED IN TRUST FOR THE BENEFIT OF THE SECURED PARTIES HEREUNDER, SHALL BE
SEGREGATED FROM THE OTHER FUNDS OF THE DEBTOR AND SHALL BE FORTHWITH DEPOSITED
INTO SUCH ACCOUNT OR PAID OVER OR DELIVERED TO THE SECURED PARTIES IN THE SAME
FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENTS OR ASSIGNMENTS), TO BE HELD
AS COLLATERAL AND APPLIED TO THE OBLIGATIONS AS PROVIDED HEREIN;
(B)
TO TAKE POSSESSION OF, RECEIVE,