to it
hereunder, under any other Related Document or under any other instrument or
agreement securing, evidencing or relating to the Borrower Obligations or
otherwise available to it, all of the rights and remedies of a secured party
upon default under the UCC (such rights and remedies to be cumulative and
nonexclusive), and, in addition, may take the following actions:
(A)
THE ADMINISTRATIVE AGENT MAY, WITHOUT NOTICE TO THE BORROWER
EXCEPT AS REQUIRED BY LAW AND AT ANY TIME OR FROM TIME TO TIME, (I) CHARGE,
OFFSET OR OTHERWISE APPLY AMOUNTS PAYABLE TO THE BORROWER FROM THE AGENT
ACCOUNT, THE BORROWER ACCOUNT, THE CONCENTRATION ACCOUNT OR ANY COLLECTION
ACCOUNT AGAINST ALL OR ANY PART OF THE BORROWER OBLIGATIONS AND (II) WITHOUT
LIMITING THE TERMS OF SECTION 7.05(D), NOTIFY ANY OBLIGOR UNDER ANY TRANSFERRED
RECEIVABLE OR OBLIGORS UNDER THE BORROWER ASSIGNED AGREEMENTS OF THE TRANSFER OF
THE TRANSFERRED RECEIVABLES TO THE BORROWER AND OF THE PLEDGE OF SUCH
TRANSFERRED RECEIVABLES OR BORROWER ASSIGNED AGREEMENTS, AS THE CASE MAY BE, TO
THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS HEREUNDER AND DIRECT THAT
PAYMENTS OF ALL AMOUNTS DUE OR TO BECOME DUE TO THE BORROWER THEREUNDER BE MADE
DIRECTLY TO THE ADMINISTRATIVE AGENT OR ANY SERVICER, COLLECTION AGENT OR
LOCKBOX OR OTHER ACCOUNT DESIGNATED BY THE ADMINISTRATIVE AGENT.
(B)
THE ADMINISTRATIVE AGENT MAY, WITHOUT NOTICE EXCEPT AS SPECIFIED
BELOW, SOLICIT AND ACCEPT BIDS FOR AND SELL THE BORROWER COLLATERAL OR ANY PART
THEREOF TO ANY PERSON OTHER THAN THE BORROWER OR ANY ORIGINATOR IN ONE OR MORE
PARCELS AT PUBLIC OR PRIVATE SALE, AT ANY EXCHANGE, BROKER'S BOARD OR ANY OF THE
LENDERS' OR AGENT'S OFFICES OR ELSEWHERE, FOR CASH, ON CREDIT OR FOR FUTURE
DELIVERY, AND UPON SUCH OTHER TERMS AS THE ADMINISTRATIVE AGENT MAY DEEM
COMMERCIALLY REASONABLE.
THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO
CONDUCT SUCH SALES ON THE BORROWER'S PREMISES OR ELSEWHERE AND SHALL HAVE THE
RIGHT TO USE ANY OF THE BORROWER'S PREMISES WITHOUT CHARGE FOR SUCH SALES AT
SUCH TIME OR TIMES AS THE ADMINISTRATIVE AGENT DEEMS NECESSARY OR ADVISABLE.
THE BORROWER AGREES THAT, TO THE EXTENT NOTICE OF SALE SHALL BE REQUIRED BY LAW,
TEN DAYS' NOTICE TO THE BORROWER OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE
TIME AFTER WHICH ANY PRIVATE SALE IS TO BE MADE SHALL CONSTITUTE REASONABLE
NOTIFICATION.
THE ADMINISTRATIVE AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE
OF BORROWER COLLATERAL REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
THE
ADMINISTRATIVE AGENT MAY ADJOURN ANY PUBLIC OR PRIVATE SALE FROM TIME TO TIME BY
ANNOUNCEMENT AT THE TIME AND PLACE FIXED FOR SUCH SALE, AND SUCH SALE MAY,
WITHOUT FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH IT WAS SO
ADJOURNED.
EVERY SUCH SALE SHALL OPERATE TO DIVEST ALL RIGHT, TITLE, INTEREST,
CLAIM AND DEMAND WHATSOEVER OF THE BORROWER IN AND TO THE BORROWER COLLATERAL SO
SOLD, AND SHALL BE A PERPETUAL BAR, BOTH AT LAW AND IN EQUITY, AGAINST EACH
ORIGINATOR, THE BORROWER,