REASONABLY NECESSARY TO PROPERLY ADMINISTER AND CONTROL THE RECEIVABLES
OR THE HANDLING OF COLLECTIONS AND REALIZATIONS THEREON; (B) BRING SUIT, IN THE
NAME OF THE COMPANY OR THE AGENT, AND GENERALLY SHALL HAVE ALL OTHER RIGHTS
RESPECTING SAID RECEIVABLES, INCLUDING WITHOUT LIMITATION THE RIGHT TO:
ACCELERATE OR EXTEND THE TIME OF PAYMENT, SETTLE, COMPROMISE, RELEASE IN WHOLE
OR IN PART
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ANY AMOUNTS OWING ON ANY RECEIVABLES AND ISSUE CREDITS IN THE NAME OF THE
COMPANY OR THE AGENT; (C) SELL, ASSIGN AND DELIVER THE COLLATERAL, WITH OR
WITHOUT ADVERTISEMENT, AT PUBLIC OR PRIVATE SALE, FOR CASH, ON CREDIT OR
OTHERWISE, AT THE AGENT'S SOLE OPTION AND DISCRETION, AND THE AGENT MAY BID OR
BECOME A PURCHASER AT ANY SUCH SALE, FREE FROM ANY RIGHT OF REDEMPTION, WHICH
RIGHT IS HEREBY EXPRESSLY WAIVED BY THE COMPANY; (D) FORECLOSE THE SECURITY
INTERESTS IN THE COLLATERAL CREATED HEREIN OR BY THE LOAN DOCUMENTS BY ANY
AVAILABLE JUDICIAL PROCEDURE, OR TO TAKE POSSESSION OF ANY OR ALL OF THE
COLLATERAL, WITHOUT JUDICIAL PROCESS; (E) EXERCISE ANY OTHER RIGHTS AND REMEDIES
PROVIDED IN LAW, IN EQUITY, BY CONTRACT OR OTHERWISE INCLUDING ALL RIGHTS AND
REMEDIES OF A SECURED PARTY UNDER THE UCC; AND (F), NOTIFY OBLIGORS AND PARTIES
TO THE CONTRACTS, THAT THE COLLATERAL AND THE RIGHT, TITLE AND INTEREST OF THE
COMPANY IN AND UNDER THE COLLATERAL HAS BEEN ASSIGNED TO THE AGENT, AND THAT
PAYMENTS SHALL BE MADE DIRECTLY TO THE AGENT (UPON THE REQUEST OF THE AGENT, THE
COMPANY SHALL SO NOTIFY THE OBLIGORS AND PARTIES TO THE CONTRACTS).
SUBJECT TO
APPLICABLE LAW AND REGULATION, THE AGENT SHALL HAVE THE RIGHT, WITHOUT NOTICE OR
ADVERTISEMENT, TO SELL, LEASE, OR OTHERWISE DISPOSE OF ALL OR ANY PART OF THE
COLLATERAL, WHETHER IN ITS THEN CONDITION OR AFTER FURTHER PREPARATION OR
PROCESSING, IN THE NAME OF THE COMPANY OR THE AGENT, OR IN THE NAME OF SUCH
OTHER PARTY AS THE AGENT MAY DESIGNATE, EITHER AT PUBLIC OR PRIVATE SALE OR AT
ANY BROKER'S BOARD, IN LOTS OR IN BULK, FOR CASH OR FOR CREDIT, WITH OR WITHOUT
WARRANTIES OR REPRESENTATIONS (INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE,
POSSESSION, QUIET ENJOYMENT AND THE LIKE), AND UPON SUCH OTHER TERMS AND
CONDITIONS AS THE AGENT IN ITS SOLE DISCRETION MAY DEEM ADVISABLE, AND THE AGENT
SHALL HAVE THE RIGHT TO PURCHASE AT ANY SUCH SALE.
ANY ACTION TAKEN BY THE
AGENT PURSUANT TO THIS PARAGRAPH SHALL NOT AFFECT COMMERCIAL REASONABLENESS OF
THE SALE.
IF NOTICE OF INTENDED DISPOSITION OF ANY COLLATERAL IS REQUIRED BY
LAW, IT IS AGREED THAT TEN (10) DAYS NOTICE SHALL CONSTITUTE REASONABLE
NOTIFICATION AND FULL COMPLIANCE WITH THE LAW.
THE NET CASH PROCEEDS RESULTING
FROM THE AGENT'S EXERCISE OF ANY OF THE FOREGOING RIGHTS, (AFTER DEDUCTING ALL
CHARGES, COSTS AND EXPENSES, INCLUDING REASONABLE EXTERNAL ATTORNEYS' FEES)
SHALL BE APPLIED BY THE AGENT TO THE PAYMENT OF THE OBLIGATIONS, WHETHER DUE OR
TO BECOME DUE, IN SUCH ORDER AS THE AGENT MAY ELECT, AND THE COMPANY SHALL
REMAIN LIABLE