ANY PERSON CLAIMING ANY RIGHT IN THE BORROWER
COLLATERAL SOLD THROUGH ANY ORIGINATOR OR THE BORROWER, AND THEIR RESPECTIVE
SUCCESSORS OR ASSIGNS.
THE ADMINISTRATIVE AGENT SHALL DEPOSIT THE NET PROCEEDS
OF ANY SUCH SALE IN THE AGENT ACCOUNT AND SUCH PROCEEDS SHALL BE APPLIED AGAINST
ALL OR ANY PART OF THE BORROWER OBLIGATIONS.
(C)
UPON THE COMPLETION OF ANY SALE UNDER SECTION 9.01(B), THE
BORROWER SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE PURCHASER OR PURCHASERS
AT SUCH SALE ON THE DATE THEREOF, OR WITHIN A REASONABLE TIME THEREAFTER IF IT
SHALL BE IMPRACTICABLE TO MAKE IMMEDIATE DELIVERY, ALL OF THE BORROWER
COLLATERAL SOLD ON SUCH DATE, BUT IN ANY EVENT FULL TITLE AND RIGHT OF
POSSESSION TO SUCH PROPERTY SHALL VEST IN SUCH PURCHASER OR PURCHASERS UPON THE
COMPLETION OF SUCH SALE.
NEVERTHELESS, IF SO REQUESTED BY THE ADMINISTRATIVE
AGENT OR BY ANY SUCH PURCHASER, THE
44
Borrower shall confirm any such sale or transfer by executing and delivering to
such purchaser all proper instruments of conveyance and transfer and releases as
may be designated in any such request.
(D)
AT ANY SALE UNDER SECTION 9.01(B), ANY LENDER OR THE
ADMINISTRATIVE AGENT MAY BID FOR AND PURCHASE THE PROPERTY OFFERED FOR SALE AND,
UPON COMPLIANCE WITH THE TERMS OF SALE, MAY HOLD, RETAIN AND DISPOSE OF SUCH
PROPERTY WITHOUT FURTHER ACCOUNTABILITY THEREFOR.
(E)
THE ADMINISTRATIVE AGENT MAY (BUT IN NO EVENT SHALL BE OBLIGATED
TO) EXERCISE, AT THE SOLE COST AND EXPENSE OF THE BORROWER, ANY AND ALL RIGHTS
AND REMEDIES OF THE BORROWER UNDER OR IN CONNECTION WITH THE BORROWER ASSIGNED
AGREEMENTS OR THE OTHER BORROWER COLLATERAL, INCLUDING ANY AND ALL RIGHTS OF THE
BORROWER TO DEMAND OR OTHERWISE REQUIRE PAYMENT OF ANY AMOUNT UNDER, OR
PERFORMANCE OF ANY PROVISIONS OF, THE BORROWER ASSIGNED AGREEMENTS.
WITHOUT
LIMITING THE FOREGOING, THE ADMINISTRATIVE AGENT SHALL, UPON THE OCCURRENCE OF
ANY EVENT OF SERVICER TERMINATION, HAVE THE RIGHT TO NAME ANY SUCCESSOR SERVICER
(INCLUDING ITSELF) PURSUANT TO ARTICLE VIII OF THE SALE AGREEMENT.
(F)
IF ONLY A TERMINATION EVENT SPECIFIED IN
SECTION 8.01(O)(II) HEREOF SHALL HAVE OCCURRED AND BE CONTINUING, THE
ADMINISTRATIVE AGENT'S REMEDIES SHALL BE LIMITED TO THE RIGHTS EXPRESSLY
PROVIDED FOR IN THIS SECTION 9.01(F) AND THOSE INCIDENTAL TO THE EXERCISE
THEREOF.
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO, OR THE RIGHT TO DIRECT
THE BUYER TO: (I) TERMINATE THE SERVICER AND TAKE ALL ACTIONS IN FURTHERANCE
THEREOF IN ACCORDANCE WITH ARTICLE 9 OF THE SALE AGREEMENT, (II) EXERCISE ALL
RIGHTS OF THE BUYER OR THE ADMINISTRATIVE AGENT, UNDER THE TERMS OF THE SALE
AGREEMENT, TO DIRECT THE CONDUCT OF THE SERVICER THEREUNDER, AND (III) TO
COLLECT AND ENFORCE THE BORROWER COLLATERAL IN AS PROVIDED IN SECTION 9-607 OF
THE APPLICABLE UCC AND TO APPLY COLLECTIONS TO THE BORROWER OBLIGATIONS IN
ACCORDANCE ARTICLE II HEREOF; PROVIDED, ADMINISTRATIVE AGENT SHALL NOT HAVE ANY
RIGHT TO FORECLOSE ON THE BORROWER COLLATERAL IN THE MANNER PROVIDED IN
SECTION 9-610 OR 9-620 OF THE APPLICABLE UCC.
FOR THE AVOIDANCE OF DOUBT,