Upon the occurrence of any Event of Default, Factor shall have all the rights and remedies of a secured party under the UCC (as defined in Section 10.1 below) and other applicable laws with respect to all Collateral, such rights and remedies being in addition to all of Factor’s other rights and remedies provided for herein. Factor may sell or cause to be sold any or all of such Collateral, in one or more sales or parcels, at such prices and upon such terms as Factor shall elect, for cash or on credit or for future delivery, without assumption of any Credit Risk, and at a public or private sale as Factor may deem appropriate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Factor will give Client reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. At any such sale, Factor may disclaim warranties of title, possession, quiet enjoyment, merchantability and the like and any such disclaimer shall not effect the commercial reasonableness of the sale. The requirements of reasonable notice shall be met if any such notice is mailed, postage prepaid, to Client’s address set forth on the signature page hereto, at least five (5) days before the time of the sale or disposition thereof. Factor may invoice any such sale in Factor’s name or in Client’s name, as Factor may elect, as the seller, and in such latter event such invoice shall be marked payable to Factor as provided in Section 1.4 of this Agreement. Factor may be the purchaser at any such public sale and thereafter hold the property so sold at public sale, absolutely, free from any claim or right of any kind, including any equity of redemption. The proceeds of sale shall be applied first to all costs and expenses of, and incident to, such sale, (including attorneys’ costs, fees and expenses), and then to the payment (in such order as Factor may elect in its sole discretion) of all other Obligations. After application of the proceeds of any Collateral to the Obligations, Client shall remain liable for any deficiency.