CONTINUING EXCLUSIVE RIGHT TO APPLY AND
REAPPLY ANY AND ALL PAYMENTS RECEIVED AT ANY TIME OR TIMES WITH RESPECT TO THE
COLLATERAL AGAINST THE SECURED OBLIGATIONS IN SUCH MANNER AS THE SECURED PARTY
MAY DEEM ADVISABLE, NOTWITHSTANDING ANY ENTRY BY THE SECURED PARTY UPON ANY OF
ITS BOOKS AND RECORDS.
18
ARTICLE VIII
GENERAL PROVISIONS
8.1.
NOTICE OF DISPOSITION OF COLLATERAL; CONDITION
OF COLLATERAL.
THE SECURED PARTY SHALL SEND TO THE GRANTOR NOTICE OF THE TIME
AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY PRIVATE SALE OR OTHER
DISPOSITION OF ALL OR ANY PART OF THE COLLATERAL MAY BE MADE.
ANY SUCH NOTICE
MADE SHALL BE DEEMED REASONABLE IF SENT TO THE GRANTOR, ADDRESSED AS SET FORTH
IN ARTICLE IX, AT LEAST TEN (10) DAYS PRIOR TO (I) THE DATE OF ANY SUCH PUBLIC
SALE OR (II) THE TIME AFTER WHICH ANY SUCH PRIVATE SALE OR OTHER DISPOSITION MAY
BE MADE.
THE SECURED PARTY SHALL HAVE NO OBLIGATION TO CLEAN-UP OR OTHERWISE
PREPARE THE COLLATERAL FOR SALE.
8.2.
COMPROMISES AND COLLECTION OF COLLATERAL.
THE
GRANTOR AND THE SECURED PARTY RECOGNIZE THAT SETOFFS, COUNTERCLAIMS, DEFENSES
AND OTHER CLAIMS MAY BE ASSERTED BY OBLIGORS WITH RESPECT TO CERTAIN OF THE
RECEIVABLES, THAT CERTAIN OF THE RECEIVABLES MAY BE OR BECOME UNCOLLECTIBLE IN
WHOLE OR IN PART AND THAT THE EXPENSE AND PROBABILITY OF SUCCESS IN LITIGATING A
DISPUTED RECEIVABLE MAY EXCEED THE AMOUNT THAT REASONABLY MAY BE EXPECTED TO BE
RECOVERED WITH RESPECT TO A RECEIVABLE.
IN VIEW OF THE FOREGOING, THE GRANTOR
AGREES THAT THE SECURED PARTY MAY AT ANY TIME AND FROM TIME TO TIME, IF AN EVENT
OF DEFAULT HAS OCCURRED AND IS CONTINUING, COMPROMISE WITH THE OBLIGOR ON ANY
RECEIVABLE, ACCEPT IN FULL PAYMENT OF ANY RECEIVABLE SUCH AMOUNT AS THE SECURED
PARTY IN ITS SOLE DISCRETION SHALL DETERMINE OR ABANDON ANY RECEIVABLE, AND ANY
SUCH ACTION BY THE SECURED PARTY SHALL BE COMMERCIALLY REASONABLE SO LONG AS THE
SECURED PARTY ACTS IN GOOD FAITH BASED ON INFORMATION KNOWN TO IT AT THE TIME IT
TAKES ANY SUCH ACTION.
8.3.
SECURED PARTY PERFORMANCE OF GRANTOR'S
OBLIGATIONS.
WITHOUT HAVING ANY OBLIGATION TO DO SO, THE SECURED PARTY MAY
PERFORM OR PAY ANY OBLIGATION WHICH THE GRANTOR HAS AGREED TO PERFORM OR PAY IN
THIS SECURITY AGREEMENT AND THE GRANTOR SHALL REIMBURSE THE SECURED PARTY FOR
ANY REASONABLE AMOUNTS PAID BY THE SECURED PARTY PURSUANT TO THIS SECTION 8.3.
THE GRANTOR'S OBLIGATION TO REIMBURSE THE SECURED PARTY PURSUANT TO THE
PRECEDING SENTENCE SHALL BE A SECURED OBLIGATION PAYABLE ON DEMAND.
8.4.
AUTHORIZATION FOR SECURED PARTY TO TAKE
CERTAIN ACTION.
THE GRANTOR IRREVOCABLY AUTHORIZES THE SECURED PARTY AT ANY
TIME AND FROM TIME TO TIME IN THE SOLE DISCRETION OF THE SECURED PARTY AND
APPOINTS THE SECURED PARTY AS ITS ATTORNEY IN FACT (I) TO FILE FINANCING
STATEMENTS NECESSARY OR DESIRABLE IN THE SECURED PARTY'S SOLE DISCRETION TO
PERFECT AND TO MAINTAIN THE PERFECTION AND PRIORITY OF THE SECURED PARTY'S
SECURITY INTEREST IN THE COLLATERAL, (II)