SUCH NOTICE MAY NOT BE WAIVED UNDER
APPLICABLE LAW, ANY NOTICE MADE SHALL BE DEEMED REASONABLE IF SENT TO THE
BORROWER, 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 ADMINISTRATIVE AGENT SHALL
HAVE NO OBLIGATION TO CLEAN-UP OR OTHERWISE PREPARE THE COLLATERAL FOR SALE.
8.2.
COMPROMISES AND COLLECTION OF COLLATERAL.
EACH GRANTOR AND THE
ADMINISTRATIVE AGENT 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, EACH GRANTOR AGREES
THAT THE ADMINISTRATIVE AGENT 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
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION SHALL DETERMINE OR ABANDON ANY
RECEIVABLE, AND ANY SUCH ACTION BY THE ADMINISTRATIVE AGENT SHALL BE
COMMERCIALLY REASONABLE SO LONG AS THE ADMINISTRATIVE AGENT ACTS IN GOOD FAITH
BASED ON INFORMATION KNOWN TO IT AT THE TIME IT TAKES ANY SUCH ACTION.
14
8.3.
SECURED PARTY PERFORMANCE OF GRANTOR'S OBLIGATIONS.
WITHOUT
HAVING ANY OBLIGATION TO DO SO, IF A GRANTOR FAILS TO DO SO AFTER NOTICE BY THE
ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT MAY PERFORM OR PAY ANY OBLIGATION
WHICH ANY GRANTOR HAS AGREED TO PERFORM OR PAY IN THIS SECURITY AGREEMENT AND
SUCH GRANTOR SHALL REIMBURSE THE ADMINISTRATIVE AGENT FOR ANY REASONABLE AMOUNTS
PAID BY THE ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION 8.3.
EACH GRANTOR'S
OBLIGATION TO REIMBURSE THE ADMINISTRATIVE AGENT PURSUANT TO THE PRECEDING
SENTENCE SHALL BE A SECURED OBLIGATION PAYABLE ON DEMAND.
8.4.
AUTHORIZATION FOR SECURED PARTY TO TAKE CERTAIN ACTION.
EACH
GRANTOR IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE AGENT AT ANY TIME AND FROM
TIME TO TIME IN THE SOLE DISCRETION OF THE ADMINISTRATIVE AGENT AND APPOINTS THE
ADMINISTRATIVE AGENT AS ITS ATTORNEY IN FACT (I) TO EXECUTE ON BEHALF OF SUCH
GRANTOR AS DEBTOR AND TO FILE FINANCING STATEMENTS NECESSARY OR DESIRABLE IN THE
ADMINISTRATIVE AGENT'S SOLE DISCRETION TO PERFECT AND TO MAINTAIN THE PERFECTION
AND PRIORITY OF THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IN THE COLLATERAL,
(II) DURING THE CONTINUANCE OF AN EVENT OF DEFAULT TO INDORSE AND COLLECT ANY
CASH PROCEEDS OF THE COLLATERAL, (III) TO FILE A CARBON, PHOTOGRAPHIC OR OTHER
REPRODUCTION OF THIS SECURITY AGREEMENT OR ANY FINANCING STATEMENT WITH RESPECT
TO THE COLLATERAL AS A FINANCING STATEMENT AND TO FILE ANY OTHER FINANCING
STATEMENT OR AMENDMENT OF A FINANCING STATEMENT (WHICH DOES NOT ADD NEW
COLLATERAL OR ADD A DEBTOR) IN SUCH OFFICES AS THE