PROCEED AGAINST ANY OF SELLER'S ASSETS WHICH MAY
BE IN THE POSSESSION OF BUYER, ANY OF BUYER'S AFFILIATES OR ITS DESIGNEE
(INCLUDING CUSTODIAN, TO THE EXTENT ACTING AS A CUSTODIAN FOR THE BENEFIT OF
BUYER), INCLUDING THE RIGHT TO LIQUIDATE SUCH ASSETS AND TO SET-OFF THE PROCEEDS
AGAINST MONEYS OWED BY SELLER TO BUYER PURSUANT TO THIS AGREEMENT.
BUYER MAY
SET OFF CASH, THE PROCEEDS OF THE LIQUIDATION OF THE PURCHASED ASSETS AND
ADDITIONAL PURCHASED ASSETS, ANY OTHER COLLATERAL OR ITS PROCEEDS AND ALL OTHER
SUMS OR OBLIGATIONS OWED BY BUYER TO SELLER HEREUNDER AGAINST ALL OF SELLER'S
OBLIGATIONS TO BUYER, WHETHER UNDER THIS AGREEMENT, UNDER A TRANSACTION, OR
UNDER ANY OTHER AGREEMENT BETWEEN THE PARTIES, OR OTHERWISE, WHETHER OR NOT SUCH
OBLIGATIONS ARE THEN DUE, WITHOUT PREJUDICE TO BUYER'S RIGHT TO RECOVER ANY
DEFICIENCY.
D)
BUYER SHALL HAVE THE RIGHT TO OBTAIN
PHYSICAL POSSESSION OF THE RECORDS AND ALL OTHER FILES OF SELLER RELATING TO THE
PURCHASED ASSETS AND ALL DOCUMENTS RELATING TO THE PURCHASED ASSETS WHICH ARE
THEN OR MAY THEREAFTER COME INTO THE POSSESSION OF SELLER OR ANY THIRD PARTY
ACTING FOR SELLER AND SELLER SHALL DELIVER TO BUYER SUCH ASSIGNMENTS AS BUYER
SHALL REQUEST.
E)
BUYER MAY DIRECT ALL PERSONS SERVICING
THE PURCHASED ASSETS TO TAKE SUCH ACTION WITH RESPECT TO THE PURCHASED ASSETS AS
BUYER DETERMINES APPROPRIATE.
F)
SELLER SHALL BE LIABLE TO BUYER FOR
THE AMOUNT OF ALL EXPENSES (PLUS INTEREST THEREON AT A RATE EQUAL TO THE DEFAULT
RATE), AND ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH HEDGING OR
COVERING TRANSACTIONS RELATED TO THE PURCHASED ASSETS.
41
G)
SELLER SHALL CAUSE ALL SUMS RECEIVED BY
IT OR ON ITS BEHALF WITH RESPECT TO THE PURCHASED ASSETS TO BE DEPOSITED WITH
CUSTODIAN (OR SUCH OTHER PERSON AS BUYER MAY DIRECT) AFTER RECEIPT THEREOF.
H)
BUYER SHALL WITHOUT REGARD TO THE
ADEQUACY OF THE SECURITY FOR THE OBLIGATIONS, BE ENTITLED TO THE APPOINTMENT OF
A RECEIVER BY ANY COURT HAVING JURISDICTION, WITHOUT NOTICE, TO TAKE POSSESSION
OF AND PROTECT, COLLECT, MANAGE, LIQUIDATE, AND SELL THE PURCHASED ASSETS AND
ANY OTHER COLLATERAL OR ANY PORTION THEREOF, COLLECT THE PAYMENTS DUE WITH
RESPECT TO THE PURCHASED ASSETS AND ANY OTHER COLLATERAL OR ANY PORTION THEREOF,
AND DO ANYTHING THAT BUYER IS AUTHORIZED HEREUNDER TO DO.
SELLER SHALL PAY ALL
COSTS AND EXPENSES INCURRED BY BUYER IN CONNECTION WITH THE APPOINTMENT AND
ACTIVITIES OF SUCH RECEIVER.
Buyer may enforce its rights and remedies hereunder without prior judicial
process or hearing, and Seller hereby expressly waives, to the extent permitted
by law, any right Seller might otherwise have to require Buyer to enforce its
rights by judicial process.
Seller also waives, to the extent permitted by law,
any defense Seller might otherwise have to the Obligations, arising from use of
nonjudicial process, enforcement and sale of all or any portion of the Purchased
Assets and any other Collateral or from any other election of remedies.
Seller
recognizes that nonjudicial remedies are consistent with the usages of the