ALL ACTIONS AND SUITS DEEMED NECESSARY OR APPROPRIATE TO EFFECT
COLLECTIONS AND TO ENFORCE PAYMENT OF ANY COLLATERAL ACCOUNTS OR OTHER
COLLATERAL; TO SETTLE, COMPROMISE OR RELEASE IN WHOLE OR IN PART ANY AMOUNTS
OWING ON COLLATERAL ACCOUNTS OR OTHER COLLATERAL; AND TO EXTEND THE TIME OF
PAYMENT OF ANY AND ALL COLLATERAL ACCOUNTS OR OTHER AMOUNTS OWING UNDER ANY
COLLATERAL AND TO MAKE ALLOWANCES AND ADJUSTMENTS WITH RESPECT THERETO, ALL IN
THE SAME MANNER AND TO THE SAME EXTENT AS THE DEBTOR MIGHT HAVE DONE;
(C)
TO TRANSFER TO OR REGISTER IN THE SECURED
PARTY'S NAME OR THE NAME OF ANY OF ITS AGENTS OR NOMINEES ALL OR ANY PART OF THE
COLLATERAL;
(D)
TO REQUIRE THE DEBTOR TO, AND THE DEBTOR
HEREBY AGREES THAT IT WILL AT ITS EXPENSE AND UPON REQUEST OF THE SECURED PARTY
FORTHWITH, ASSEMBLE ALL OR ANY PART OF THE COLLATERAL AS DIRECTED BY THE SECURED
PARTY AND MAKE IT AVAILABLE TO THE SECURED PARTY AT A PLACE DESIGNATED BY THE
SECURED PARTY;
10
(E)
TO ENTER AND REMAIN UPON THE PREMISES OF
THE DEBTOR AND TAKE POSSESSION OF ALL OR ANY PART OF THE COLLATERAL, WITH OR
WITHOUT JUDICIAL PROCESS; TO USE THE MATERIALS, SERVICES, BOOKS AND RECORDS OF
THE DEBTOR FOR THE PURPOSE OF LIQUIDATING OR COLLECTING THE COLLATERAL, WHETHER
BY FORECLOSURE, AUCTION OR OTHERWISE; AND TO REMOVE THE SAME TO THE PREMISES OF
THE SECURED PARTY OR ANY DESIGNATED AGENT FOR SUCH TIME AS THE SECURED PARTY MAY
DESIRE, IN ORDER TO EFFECTIVELY COLLECT OR LIQUIDATE THE COLLATERAL; AND
(F)
TO SELL, RESELL, ASSIGN AND DELIVER, IN
ITS SOLE DISCRETION, ALL OR ANY OF THE COLLATERAL, IN ONE OR MORE PARCELS, AT
PUBLIC OR PRIVATE SALE, AT ANY OF THE SECURED PARTY'S OFFICES OR ELSEWHERE, FOR
CASH, UPON CREDIT OR FOR FUTURE DELIVERY, AT SUCH TIME OR TIMES AND AT SUCH
PRICE OR PRICES AND UPON SUCH OTHER TERMS AS THE SECURED PARTY MAY DEEM
SATISFACTORY.
IF ANY OF THE COLLATERAL IS SOLD BY THE SECURED PARTY UPON CREDIT
OR FOR FUTURE DELIVERY, THE SECURED PARTY SHALL NOT BE LIABLE FOR THE FAILURE OF
THE PURCHASER TO PURCHASE OR PAY FOR THE SAME AND, IN THE EVENT OF ANY SUCH
FAILURE, THE SECURED PARTY MAY RESELL SUCH COLLATERAL.
IN NO EVENT SHALL THE
DEBTOR BE CREDITED WITH ANY PART OF THE PROCEEDS OF SALE OF ANY COLLATERAL UNTIL
AND TO THE EXTENT CASH PAYMENT IN RESPECT THEREOF HAS ACTUALLY BEEN RECEIVED BY
THE SECURED PARTY.
EACH PURCHASER AT ANY SUCH SALE SHALL HOLD THE PROPERTY SOLD
ABSOLUTELY, FREE FROM ANY CLAIM OR RIGHT OF WHATSOEVER KIND, INCLUDING ANY
EQUITY OR RIGHT OF REDEMPTION OF THE DEBTOR, AND THE DEBTOR HEREBY EXPRESSLY
WAIVES ALL RIGHTS OF REDEMPTION, STAY OR APPRAISAL, AND ALL RIGHTS TO REQUIRE
THE SECURED PARTY TO MARSHAL ANY ASSETS IN FAVOR OF THE DEBTOR OR ANY OTHER
PARTY OR AGAINST OR IN PAYMENT OF ANY OR ALL OF THE OBLIGATIONS, THAT IT HAS OR
MAY HAVE UNDER ANY