APPLICABLE, PRIOR TO ANY CONTACT
WITH SUCH ACCOUNTANTS AND ADVISORS AND SHALL GIVE THE BORROWER OR THE SERVICER,
AS APPLICABLE, THE OPPORTUNITY TO PARTICIPATE IN SUCH DISCUSSIONS.
(D)
COLLECTION OF TRANSFERRED RECEIVABLES.
IN CONNECTION WITH THE
COLLECTION OF AMOUNTS DUE OR TO BECOME DUE TO THE BORROWER UNDER THE TRANSFERRED
RECEIVABLES, THE BORROWER ASSIGNED AGREEMENTS AND ANY OTHER BORROWER COLLATERAL
PURSUANT TO THE SALE AGREEMENT, THE BORROWER SHALL, OR SHALL CAUSE THE SERVICER
TO, TAKE SUCH ACTION AS IT, AND FROM AND AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF A TERMINATION EVENT, THE ADMINISTRATIVE AGENT, MAY DEEM NECESSARY
OR DESIRABLE TO ENFORCE COLLECTION OF THE TRANSFERRED RECEIVABLES, THE BORROWER
ASSIGNED AGREEMENTS AND THE OTHER BORROWER COLLATERAL; PROVIDED THAT THE
BORROWER MAY, RATHER THAN COMMENCING ANY SUCH ACTION OR TAKING ANY OTHER
ENFORCEMENT ACTION, AT ITS OPTION, ELECT TO PAY TO THE ADMINISTRATIVE AGENT, FOR
DEPOSIT INTO THE AGENT ACCOUNT, AN AMOUNT EQUAL TO THE OUTSTANDING BALANCE OF
ANY SUCH TRANSFERRED RECEIVABLE; PROVIDED, FURTHER, THAT IF A TERMINATION EVENT
SHALL HAVE OCCURRED AND BE CONTINUING, THEN THE ADMINISTRATIVE AGENT MAY,
WITHOUT PRIOR NOTICE TO THE SELLER OR THE SERVICER, (X) EXERCISE ITS RIGHTS
UNDER THE ACCOUNT AGREEMENTS (IN WHICH CASE THE SERVICER SHALL BE REQUIRED,
PURSUANT TO THE SALE AGREEMENT, TO DEPOSIT ANY COLLECTIONS IT THEN HAS IN ITS
POSSESSION OR AT ANY TIME THEREAFTER RECEIVES, IMMEDIATELY IN A COLLECTION
ACCOUNT OR, IF DIRECTED BY THE ADMINISTRATION AGENT, IN THE AGENT ACCOUNT) AND
(Y) NOTIFY ANY OBLIGOR UNDER ANY TRANSFERRED RECEIVABLE OR OBLIGORS UNDER THE
BORROWER ASSIGNED AGREEMENTS OF THE PLEDGE OF SUCH TRANSFERRED RECEIVABLES OR
BORROWER
38
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 and, upon such notification and at the sole cost and
expense of the Borrower, the Administrative Agent may enforce collection of any
such Transferred Receivable or the Borrower Assigned Agreements and adjust,
settle or compromise the amount or payment thereof.
The Administrative Agent
shall provide prompt notice to the Borrower and the Servicer of any such
notification of pledge or direction of payment to the Obligors under any
Transferred Receivables.
(E)
PERFORMANCE OF BORROWER ASSIGNED AGREEMENTS.
THE BORROWER SHALL,
AND SHALL CAUSE THE SERVICER TO, (I) PERFORM AND OBSERVE ALL THE TERMS AND
PROVISIONS OF THE BORROWER ASSIGNED AGREEMENTS TO BE PERFORMED OR OBSERVED BY
IT, MAINTAIN THE BORROWER ASSIGNED AGREEMENTS IN FULL FORCE AND EFFECT, ENFORCE
THE BORROWER ASSIGNED AGREEMENTS IN ACCORDANCE WITH THEIR TERMS AND TAKE ALL
ACTION AS MAY FROM TIME TO TIME BE REQUESTED BY THE ADMINISTRATIVE AGENT IN
ORDER TO ACCOMPLISH THE FOREGOING, AND (II) UPON THE REQUEST OF AND AS DIRECTED
BY THE ADMINISTRATIVE AGENT, MAKE SUCH DEMANDS AND REQUESTS TO ANY OTHER PARTY
TO THE BORROWER ASSIGNED AGREEMENTS AS