MAY ELECT THE TIME AND
MANNER OF LIQUIDATING ANY PURCHASED ASSET AND NOTHING CONTAINED HEREIN SHALL
OBLIGATE THE AGENT TO LIQUIDATE ANY PURCHASED ASSET ON THE OCCURRENCE OF AN
EVENT OF DEFAULT OR TO LIQUIDATE ALL PURCHASED ASSETS IN THE SAME MANNER OR ON
THE SAME BUSINESS DAY OR CONSTITUTE A WAIVER OF ANY RIGHT OR REMEDY OF THE
AGENT.
NOTWITHSTANDING THE FOREGOING, THE PARTIES TO THIS AGREEMENT AGREE THAT
THE TRANSACTIONS HAVE BEEN ENTERED INTO IN CONSIDERATION OF AND IN RELIANCE UPON
THE FACT THAT ALL TRANSACTIONS HEREUNDER CONSTITUTE A SINGLE BUSINESS AND
CONTRACTUAL OBLIGATION AND THAT EACH TRANSACTION HAS BEEN ENTERED INTO IN
CONSIDERATION OF THE OTHER TRANSACTIONS.
C)
IN ADDITION TO ITS RIGHTS HEREUNDER, THE AGENT SHALL HAVE THE
RIGHT TO PROCEED AGAINST ANY OF SELLER'S ASSETS WHICH MAY BE IN THE POSSESSION
OF THE AGENT, ANY BUYER, ANY OF BUYER'S AFFILIATES OR ITS DESIGNEE (INCLUDING
THE CUSTODIAN, TO THE EXTENT ACTING AS A CUSTODIAN FOR THE BENEFIT OF THE
BUYERS), INCLUDING THE RIGHT TO LIQUIDATE SUCH ASSETS AND TO SET-OFF THE
PROCEEDS AGAINST MONIES OWED BY SELLER TO BUYERS PURSUANT TO THIS AGREEMENT.
THE AGENT AND THE BUYERS MAY SET OFF CASH, THE PROCEEDS OF THE LIQUIDATION OF
THE PURCHASED ASSETS AND ADDITIONAL PURCHASED ASSETS, ANY OTHER COLLATERAL OR
ITS PROCEEDS AND ALL OTHER SUMS OR OBLIGATIONS OWED BY BUYERS TO SELLER
HEREUNDER AGAINST ALL OF SELLER'S OBLIGATIONS TO BUYERS, WHETHER UNDER THIS
AGREEMENT, UNDER A TRANSACTION, OR UNDER ANY OTHER AGREEMENT BETWEEN THE
PARTIES, OR OTHERWISE, WHETHER OR NOT SUCH OBLIGATIONS ARE THEN DUE, WITHOUT
PREJUDICE TO THE AGENT'S OR THE BUYERS' RIGHT TO RECOVER ANY DEFICIENCY.
42
D)
THE AGENT SHALL HAVE THE RIGHT TO OBTAIN PHYSICAL POSSESSION OF
THE RECORDS AND ALL OTHER FILES OF SELLER RELATING TO THE PURCHASED ASSETS AND
ALL DOCUMENTS RELATING TO THE PURCHASED ASSETS WHICH ARE THEN OR MAY THEREAFTER
COME INTO THE POSSESSION OF SELLER OR ANY THIRD PARTY ACTING FOR SELLER AND
SELLER SHALL DELIVER TO THE AGENT SUCH ASSIGNMENTS AS THE AGENT SHALL REQUEST.
E)
THE AGENT MAY DIRECT ALL PERSONS SERVICING THE PURCHASED ASSETS
TO TAKE SUCH ACTION WITH RESPECT TO THE PURCHASED ASSETS AS AGENT DETERMINES
APPROPRIATE.
F)
SELLER SHALL BE LIABLE TO THE AGENT AND THE BUYERS FOR THE AMOUNT
OF ALL EXPENSES (PLUS INTEREST THEREON AT A RATE EQUAL TO THE DEFAULT RATE), AND
ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH HEDGING OR COVERING
TRANSACTIONS RELATED TO THE PURCHASED ASSETS.
G)
SELLER SHALL CAUSE ALL SUMS RECEIVED BY IT OR ON ITS BEHALF WITH
RESPECT TO THE PURCHASED ASSETS TO BE DEPOSITED WITH CUSTODIAN (OR SUCH OTHER
PERSON AS AGENT MAY DIRECT) AFTER RECEIPT THEREOF.
H)
THE AGENT SHALL WITHOUT REGARD TO THE ADEQUACY OF THE SECURITY FOR
THE OBLIGATIONS, BE ENTITLED TO THE APPOINTMENT OF A RECEIVER BY ANY COURT
HAVING JURISDICTION, WITHOUT NOTICE, TO TAKE POSSESSION OF AND PROTECT, COLLECT,
MANAGE, LIQUIDATE, AND SELL THE PURCHASED ASSETS AND ANY OTHER COLLATERAL OR ANY
PORTION THEREOF, COLLECT THE