PURPOSE OF THIS SECTION 8.2 IS TO PROVIDE
NON-EXHAUSTIVE INDICATIONS OF WHAT ACTIONS OR OMISSIONS BY THE LENDER WOULD
BE
COMMERCIALLY REASONABLE IN THE LENDER'S EXERCISE OF REMEDIES AGAINST THE
COLLATERAL AND THAT OTHER ACTIONS OR OMISSIONS BY THE LENDER SHALL NOT BE DEEMED
COMMERCIALLY UNREASONABLE SOLELY ON ACCOUNT OF NOT BEING INDICATED IN THIS
SECTION 8.2.
WITHOUT LIMITATION UPON THE FOREGOING, NOTHING CONTAINED IN THIS
SECTION 8.2 SHALL BE CONSTRUED TO GRANT ANY RIGHTS TO THE GRANTOR OR TO IMPOSE
ANY DUTIES ON THE LENDER THAT WOULD NOT HAVE BEEN GRANTED OR IMPOSED BY THIS
SECURITY AGREEMENT OR BY APPLICABLE LAW IN THE ABSENCE OF THIS SECTION 8.2.
8.3.
COMPROMISES AND COLLECTION OF COLLATERAL.
THE
GRANTOR AND THE LENDER 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 LENDER 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 LENDER IN ITS SOLE
DISCRETION SHALL DETERMINE OR ABANDON ANY RECEIVABLE, AND ANY SUCH ACTION BY THE
LENDER SHALL BE COMMERCIALLY REASONABLE SO LONG AS THE LENDER ACTS IN GOOD FAITH
BASED ON INFORMATION KNOWN TO IT AT THE TIME IT TAKES ANY SUCH ACTION.
8.4.
SECURED PARTY PERFORMANCE OF DEBTOR
OBLIGATIONS.
WITHOUT HAVING ANY OBLIGATION TO DO SO, THE LENDER 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 LENDER FOR ANY AMOUNTS
PAID BY THE LENDER PURSUANT TO THIS SECTION 8.4.
THE GRANTOR'S OBLIGATION TO
REIMBURSE THE LENDER PURSUANT TO THE PRECEDING SENTENCE SHALL BE A SECURED
OBLIGATION PAYABLE ON DEMAND.
8.5.
SPECIFIC PERFORMANCE OF CERTAIN COVENANTS.
THE GRANTOR ACKNOWLEDGES AND AGREES THAT A BREACH OF ANY OF THE COVENANTS
CONTAINED IN SECTIONS 4.1(D), 4.1(E), 4.4, 4.6, 4.7,
22
4.8, 4.9, 4.10, 4.12, 4.13, 4.14, 4.15, 5.3, OR 8.7 OR IN ARTICLE VII WILL CAUSE
IRREPARABLE INJURY TO THE LENDER, THAT THE LENDER HAS NO ADEQUATE REMEDY AT LAW
IN RESPECT OF SUCH BREACHES AND THEREFORE AGREES, WITHOUT LIMITING THE RIGHT OF
THE LENDER TO SEEK AND OBTAIN SPECIFIC PERFORMANCE OF OTHER OBLIGATIONS OF THE
GRANTOR CONTAINED IN THIS SECURITY AGREEMENT, THAT THE COVENANTS OF THE GRANTOR
CONTAINED IN THE SECTIONS REFERRED TO IN THIS SECTION 8.5 SHALL BE SPECIFICALLY
ENFORCEABLE AGAINST THE GRANTOR.
8.6.
DISPOSITIONS NOT AUTHORIZED.
THE GRANTOR IS
NOT AUTHORIZED TO SELL OR OTHERWISE DISPOSE OF THE COLLATERAL EXCEPT AS SET
FORTH IN SECTION 4.1(D) AND NOTWITHSTANDING ANY COURSE OF DEALING BETWEEN THE
GRANTOR AND