SUCH OBLIGATIONS MAY BE UNMATURED; PROVIDED,
THAT LENDER SHALL HAVE NO RIGHT OF SETOFF, EITHER BY CONTRACT OR OPERATION OF
LAW, WITH RESPECT TO FUNDS DEPOSITED OR HELD IN THE SERVICER ACCOUNT.
LENDER
AND ANY SUBSEQUENT HOLDER OF THE OBLIGATION AGREES PROMPTLY TO NOTIFY BORROWER
IN WRITING AFTER ANY SUCH SETOFF AND APPLICATION, PROVIDED THAT THE FAILURE TO
GIVE SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SETOFF AND APPLICATION.
THE RIGHTS OF LENDER OR
52
ANY SUBSEQUENT HOLDER OF THE OBLIGATIONS UNDER THIS SECTION 7.3(A) ARE IN
ADDITION TO OTHER RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) NOW OR
HEREAFTER GRANTED UNDER APPLICABLE LAW WHICH LENDER OR ANY SUBSEQUENT HOLDER OF
THE OBLIGATIONS MAY HAVE.
(B)
NOTES RECEIVABLE AND ACCOUNTS.
THE RIGHT
TO: (I) MONITOR, MANAGE, AND TRANSFER THE COLLECTION, SERVICING, AND LIQUIDATION
OF ANY OR ALL OF NOTES RECEIVABLE AND BORROWER'S RELATIONSHIP WITH TERM NOTE
DEBTORS WITH RESPECT TO THE APPLICABLE NOTES RECEIVABLE AND THE COLLATERAL
THEREFOR; (II) UNLESS AND UNTIL THE SBA TAKES OVER OR TRANSFERS TO ANOTHER
SBA-PARTICIPATING LENDER, DESIGNATED BY THE SBA AND ACCEPTABLE TO LENDER, THE
COLLECTION, SERVICING AND LIQUIDATION FUNCTIONS OF THE NOTES RECEIVABLE IN
ACCORDANCE WITH THE MULTI-PARTY AGREEMENT, ENFORCE AND DEMAND PAYMENT OF THE
ACCOUNTS AND THE NOTES RECEIVABLE, IN ACCORDANCE WITH THEIR TERMS, BY LEGAL
PROCEEDINGS OR OTHERWISE; (III) EXERCISE ALL OF BORROWER'S RIGHTS AND REMEDIES
WITH RESPECT TO THE COLLECTION OF THE ACCOUNTS AND NOTES RECEIVABLE;
(IV) SETTLE, ADJUST, COMPROMISE, EXTEND, OR RENEW THE ACCOUNTS AND NOTES
RECEIVABLE; (V) SETTLE, ADJUST OR COMPROMISE ANY LEGAL PROCEEDINGS BROUGHT TO
COLLECT THE ACCOUNTS AND NOTES RECEIVABLE; (VI) IF PERMITTED BY APPLICABLE LAW,
SELL OR ASSIGN THE ACCOUNTS AND NOTES RECEIVABLE UPON SUCH TERMS, FOR SUCH
AMOUNTS AND AT SUCH TIME OR TIMES AS LENDER DEEMS ADVISABLE; (VII) DISCHARGE AND
RELEASE THE ACCOUNTS OR NOTES RECEIVABLE; (VIII) TAKE CONTROL, IN ANY MANNER, OF
ANY ITEMS OF PAYMENT; (IX) PREPARE, FILE AND SIGN BORROWER'S NAME ON ANY PROOF
OF CLAIM IN BANKRUPTCY OR SIMILAR DOCUMENT AGAINST ANY ACCOUNT DEBTOR OR TERM
LOAN DEBTOR; (X) PREPARE, FILE AND SIGN BORROWER'S NAME ON ANY NOTICE OF LIEN,
ASSIGNMENT OR SATISFACTION OF LIEN OR SIMILAR DOCUMENT IN CONNECTION WITH THE
ACCOUNTS OR NOTES RECEIVABLE; (XI) DO ALL ACTS AND THINGS NECESSARY, IN LENDER'S
SOLE DISCRETION, TO FULFILL BORROWER'S OBLIGATIONS UNDER THIS AGREEMENT;
(XII) ENDORSE THE NAME OF BORROWER UPON ANY CHATTEL PAPER, DOCUMENT, INSTRUMENT,
INVOICE, OR SIMILAR DOCUMENT OR AGREEMENT RELATING TO THE ACCOUNTS OR NOTES
RECEIVABLE; (XIII) OPEN BORROWER'S MAIL AND COLLECT ANY AND ALL AMOUNTS DUE
BORROWER FROM ACCOUNT DEBTORS AND TERM LOAN DEBTORS; AND (XIV) USE THE
INFORMATION RECORDED ON OR CONTAINED IN ANY DATA PROCESSING EQUIPMENT AND
COMPUTER HARDWARE AND SOFTWARE RELATING TO THE ACCOUNTS AND NOTES RECEIVABLE, TO
WHICH BORROWER HAS ACCESS;
(C)
SELL COLLATERAL.
THE RIGHT TO: (I) REQUIRE
BORROWER TO ASSEMBLE THE COLLATERAL, TO THE EXTENT BORROWER HAS THE LEGAL RIGHT
TO DO SO, AND MAKE IT AVAILABLE TO LENDER AT A PLACE TO BE DESIGNATED