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 PARTY WERE THE ABSOLUTE OWNER THEREOF; AND
9
(E)
TO DO, AT ITS OPTION, BUT AT THE EXPENSE OF
THE DEBTOR, AT ANY TIME OR FROM TIME TO TIME, ALL ACTS AND THINGS WHICH THE
SECURED PARTY DEEMS 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 PARTY SHALL BE ENTITLED TO
EXERCISE IN RESPECT OF THE COLLATERAL ALL OF ITS RIGHTS, POWERS AND REMEDIES
PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE TO IT 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 PARTY CREATED HEREBY AND TO DIRECT ALL SUCH
PERSONS TO MAKE PAYMENTS OF ALL AMOUNTS DUE THEREON OR THEREUNDER DIRECTLY TO
THE SECURED PARTY OR TO AN ACCOUNT DESIGNATED BY THE SECURED PARTY; 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 PARTY 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 PARTY 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, ENDORSE,
ASSIGN AND DELIVER, IN ITS OWN NAME OR IN THE NAME OF THE DEBTOR, ALL CHECKS,
NOTES, DRAFTS AND OTHER INSTRUMENTS RELATING TO ANY COLLATERAL, INCLUDING
RECEIVING, OPENING AND PROPERLY DISPOSING OF ALL MAIL ADDRESSED TO THE DEBTOR
CONCERNING COLLATERAL ACCOUNTS AND OTHER COLLATERAL; TO VERIFY WITH ACCOUNT
DEBTORS OR OTHER CONTRACT PARTIES THE VALIDITY, AMOUNT OR ANY OTHER MATTER
RELATING TO ANY COLLATERAL ACCOUNTS OR OTHER COLLATERAL, IN ITS OWN NAME OR IN
THE NAME OF THE DEBTOR; TO ACCELERATE ANY INDEBTEDNESS OR OTHER OBLIGATION
CONSTITUTING COLLATERAL THAT MAY BE ACCELERATED IN ACCORDANCE WITH ITS TERMS; TO
TAKE OR BRING