COLLATERAL IN THE SAME MANNER AS ADMINISTRATIVE AGENT DEALS WITH SIMILAR
PROPERTY FOR ITS OWN ACCOUNT.
(V)
SALE.
ADMINISTRATIVE AGENT MAY SELL ANY OR
ALL OF THE COLLATERAL AT PUBLIC OR PRIVATE SALE UPON SUCH TERMS AND CONDITIONS
AS ADMINISTRATIVE AGENT MAY REASONABLY DEEM PROPER, WHETHER FOR CASH, ON CREDIT,
OR FOR FUTURE DELIVERY, IN BULK OR IN LOTS. ADMINISTRATIVE AGENT MAY PURCHASE
ANY COLLATERAL AT ANY SUCH SALE FREE OF BORROWER'S RIGHT OF REDEMPTION, IF ANY,
WHICH BORROWER EXPRESSLY WAIVES TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW.
THE NET PROCEEDS OF ANY SUCH PUBLIC OR PRIVATE SALE AND ALL OTHER AMOUNTS
ACTUALLY COLLECTED OR RECEIVED BY ADMINISTRATIVE AGENT PURSUANT HERETO, AFTER
DEDUCTING ALL COSTS AND EXPENSES INCURRED AT ANY TIME IN THE COLLECTION OF THE
OBLIGATIONS AND IN THE PROTECTION, COLLECTION AND SALE OF THE COLLATERAL, WILL
BE APPLIED TO THE PAYMENT OF THE OBLIGATIONS, WITH ANY REMAINING PROCEEDS PAID
TO BORROWER OR WHOEVER ELSE MAY BE ENTITLED THERETO, AND WITH BORROWER AND EACH
GUARANTOR (SUBJECT, HOWEVER, TO APPROPRIATE LIMITATIONS, IF ANY, CONTAINED IN
EACH RESPECTIVE GUARANTY) REMAINING LIABLE FOR ANY AMOUNT REMAINING UNPAID AFTER
SUCH APPLICATION.
ADMINISTRATIVE
37
AGENT HAS NO OBLIGATION TO REPAIR, REFURBISH OR OTHERWISE PREPARE THE COLLATERAL
FOR SALE, LEASE OR OTHER USE OR DISPOSITION AS AUTHORIZED HEREIN.
IF
ADMINISTRATIVE AGENT SELLS ANY COLLATERAL UPON CREDIT, BORROWER WILL RECEIVE
CREDIT AGAINST THE OBLIGATIONS ONLY FOR CASH PAYMENTS MADE BY THE PURCHASER TO
ADMINISTRATIVE AGENT.
IF THE PURCHASER FAILS TO PAY THE PURCHASE PRICE, THEN
ADMINISTRATIVE AGENT MAY RESELL THE COLLATERAL, TO THE EXTENT PERMITTED BY
APPLICABLE LAW.
(VI)
DELIVERY OF CASH, CHECKS, ETC.
ADMINISTRATIVE
AGENT MAY REQUIRE BORROWER TO FORTHWITH UPON RECEIPT, TRANSMIT AND DELIVER TO
ADMINISTRATIVE AGENT IN THE FORM RECEIVED, ALL CASH, CHECKS, DRAFTS AND OTHER
INSTRUMENTS FOR THE PAYMENT OF MONEY (PROPERLY ENDORSED, WHERE REQUIRED, SO THAT
SUCH ITEMS MAY BE COLLECTED BY ADMINISTRATIVE AGENT) WHICH MAY BE RECEIVED BY
BORROWER AT ANY TIME IN FULL OR PARTIAL PAYMENT OF ANY COLLATERAL, AND REQUIRE
THAT BORROWER NOT COMMINGLE ANY SUCH ITEMS WHICH MAY BE SO RECEIVED BY BORROWER
WITH ANY OTHER OF ITS FUNDS OR PROPERTY BUT INSTEAD HOLD THEM SEPARATE AND APART
AND IN TRUST FOR ADMINISTRATIVE AGENT UNTIL DELIVERY IS MADE TO ADMINISTRATIVE
AGENT.
(VII)
NOTIFICATION OF ACCOUNT DEBTORS.
ADMINISTRATIVE
AGENT MAY NOTIFY ANY ACCOUNT DEBTOR OF BORROWER THAT ITS ACCOUNT OR CHATTEL
PAPER HAS BEEN ASSIGNED TO ADMINISTRATIVE AGENT AND DIRECT SUCH ACCOUNT DEBTOR
TO MAKE PAYMENT DIRECTLY TO ADMINISTRATIVE AGENT OF ALL AMOUNTS DUE OR BECOMING
DUE WITH RESPECT TO SUCH ACCOUNT OR CHATTEL PAPER; AND ADMINISTRATIVE AGENT MAY
ENFORCE PAYMENT AND COLLECT, BY LEGAL PROCEEDINGS OR OTHERWISE, SUCH ACCOUNT OR
CHATTEL PAPER.
(VIII)
CONTROL OF COLLATERAL.
ADMINISTRATIVE AGENT MAY
OTHERWISE TAKE CONTROL IN ANY LAWFUL MANNER OF ANY CASH OR NON-CASH ITEMS OF
PAYMENT OR PROCEEDS OF COLLATERAL AND OF ANY REJECTED, RETURNED, STOPPED IN
TRANSIT OR REPOSSESSED GOODS INCLUDED IN THE COLLATERAL AND ENDORSE BORROWER'S
NAME ON ANY ITEM OF PAYMENT ON OR PROCEEDS