OR OTHER NOTICE OR DEMAND IN
CONNECTION WITH ANY COLLATERAL OR THE SECURED OBLIGATIONS, OR TO TAKE ANY STEPS
NECESSARY TO PRESERVE ANY RIGHTS AGAINST PRIOR PARTIES.
SECURED PARTY SHALL NOT
BE LIABLE FOR FAILURE TO COLLECT OR REALIZE UPON ANY OR ALL OF THE SECURED
OBLIGATIONS OR COLLATERAL, OR FOR ANY DELAY IN SO DOING, NOR SHALL SECURED PARTY
BE UNDER ANY DUTY TO TAKE ANY ACTION WHATSOEVER WITH REGARD THERETO.
SECURED
PARTY SHALL USE REASONABLE CARE IN THE CUSTODY AND PRESERVATION OF ANY
COLLATERAL IN ITS POSSESSION.
SECURED PARTY SHALL HAVE NO DUTY TO COMPLY WITH
ANY RECORDING, FILING, OR OTHER LEGAL REQUIREMENTS NECESSARY TO ESTABLISH OR
MAINTAIN THE VALIDITY, PRIORITY OR ENFORCEABILITY OF, OR SECURED PARTY'S RIGHTS
IN OR TO, ANY OF THE COLLATERAL.
SECTION 5.7
SECURED PARTY'S ACTIONS.
EACH DEBTOR WAIVES ANY RIGHT
TO REQUIRE SECURED PARTY TO PROCEED AGAINST ANY PERSON, EXHAUST ANY COLLATERAL,
OR HAVE ANY OTHER LIABLE PARTY JOINED WITH ANY DEBTOR IN ANY SUIT ARISING OUT OF
THE SECURED OBLIGATIONS OR THIS AGREEMENT OR PURSUE ANY OTHER REMEDY IN SECURED
PARTY'S POWER; WAIVES ANY AND ALL NOTICE OF ACCEPTANCE OF THIS AGREEMENT OR OF
CREATION, MODIFICATION, REARRANGEMENT, RENEWAL OR EXTENSION FOR ANY PERIOD OF
ANY OF THE SECURED OBLIGATIONS FROM TIME TO TIME; AND WAIVES ANY DEFENSE ARISING
BY REASON OF ANY DISABILITY OR OTHER DEFENSE OF ANY OTHER LIABLE PARTY, OR BY
REASON OF THE CESSATION FROM ANY
11
CAUSE WHATSOEVER OF THE LIABILITY OF ANY OTHER LIABLE PARTY.
ALL DEALINGS
BETWEEN ANY DEBTOR AND SECURED PARTY, WHETHER OR NOT RESULTING IN THE CREATION
OF THE SECURED OBLIGATIONS, SHALL CONCLUSIVELY BE PRESUMED TO HAVE BEEN HAD OR
CONSUMMATED IN RELIANCE UPON THIS AGREEMENT.
UNTIL ALL THE SECURED OBLIGATIONS
SHALL HAVE BEEN PAID IN FULL OR OTHERWISE FULLY PERFORMED, EACH DEBTOR SHALL
HAVE NO RIGHT TO SUBROGATION, AND EACH DEBTOR WAIVES UNTIL ALL THE SECURED
OBLIGATIONS SHALL HAVE BEEN PAID IN FULL OR OTHERWISE FULLY PERFORMED ANY RIGHT
TO ENFORCE ANY REMEDY WHICH SECURED PARTY NOW HAS OR MAY HEREAFTER HAVE AGAINST
OTHER LIABLE PARTY AND WAIVES ANY BENEFIT OF AND ANY RIGHT TO PARTICIPATE IN ANY
COLLATERAL OR SECURITY WHATSOEVER NOW OR HEREAFTER HELD BY SECURED PARTY.
EACH
DEBTOR AUTHORIZES SECURED PARTY, WITHOUT NOTICE OR DEMAND AND WITHOUT ANY
RESERVATION OF RIGHTS AGAINST ANY DEBTOR AND WITHOUT AFFECTING ANY DEBTOR'S
LIABILITY HEREUNDER OR ON THE SECURED OBLIGATIONS, FROM TIME TO TIME TO (A) TAKE
AND HOLD ANY OTHER PROPERTY AS COLLATERAL, OTHER THAN THE COLLATERAL, FOR THE
PAYMENT OF ANY OR ALL OF THE SECURED OBLIGATIONS, AND EXCHANGE, ENFORCE, WAIVE
AND RELEASE ANY OR ALL OF THE COLLATERAL OR SUCH OTHER PROPERTY; (B) UPON THE
OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT, APPLY THE
COLLATERAL OR SUCH OTHER PROPERTY AND DIRECT THE ORDER OR MANNER OF SALE THEREOF
AS SECURED PARTY IN ITS DISCRETION MAY DETERMINE; (C) RENEW, EXTEND FOR ANY
PERIOD, ACCELERATE, MODIFY, COMPROMISE, SETTLE OR RELEASE THE OBLIGATION OF ANY
OTHER LIABLE PARTY WITH RESPECT