AND ONLY TO AGENT AND BORROWERS AND
OBLIGORS SHALL DELIVER TO AGENT SUCH ORIGINALS OF DOCUMENTS EVIDENCING THE SALE
AND DELIVERY OF GOODS OR THE PERFORMANCE OF SERVICES GIVING RISE TO ANY ACCOUNTS
AS AGENT MAY REQUIRE. IN THE EVENT ANY ACCOUNT DEBTOR RETURNS INVENTORY WHEN AN
EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING, BORROWERS SHALL, UPON
AGENT'S REQUEST, HOLD THE RETURNED INVENTORY IN TRUST FOR AGENT, SEGREGATE ALL
RETURNED INVENTORY FROM ALL OF ITS OTHER PROPERTY, DISPOSE OF THE RETURNED
INVENTORY SOLELY ACCORDING TO AGENT'S INSTRUCTIONS, AND NOT ISSUE ANY CREDITS,
DISCOUNTS OR ALLOWANCES WITH RESPECT THERETO WITHOUT AGENT'S PRIOR WRITTEN
CONSENT.
(D)
IF AGENT DETERMINES AT ANY TIME THAT ANY AMOUNT RECEIVED BY AGENT
MUST BE RETURNED TO ANY BORROWER OR ANY OBLIGOR OR PAID TO ANY OTHER PERSON
PURSUANT TO ANY INSOLVENCY LAW OR OTHERWISE, THEN, NOTWITHSTANDING ANY OTHER
TERM OR CONDITION OF THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT, AGENT WILL
NOT BE REQUIRED TO DISTRIBUTE ANY PORTION THEREOF TO ANY LENDER. IN ADDITION,
EACH LENDER WILL REPAY TO AGENT ON DEMAND ANY PORTION OF SUCH AMOUNT THAT AGENT
HAS DISTRIBUTED TO SUCH LENDER, TOGETHER WITH INTEREST AT SUCH RATE, IF ANY,
THAT AGENT IS REQUIRED TO PAY TO ANY BORROWER OR ANY OBLIGOR OR SUCH OTHER
PERSON (WITHOUT SETOFF, COUNTERCLAIM OR DEDUCTION OF ANY KIND).
(E)
ANYTHING IN THIS AGREEMENT, ANY FINANCING AGREEMENT OR ANY OTHER
AGREEMENTS OR DOCUMENT RELATED HERETO TO THE CONTRARY NOTWITHSTANDING, EACH
LENDER HEREBY AGREES WITH EACH OTHER LENDER THAT NO LENDER SHALL TAKE ANY ACTION
(OTHER THAN ACTIONS AGAINST AGENT FOR VIOLATING ITS OBLIGATIONS UNDER THIS
AGREEMENT) TO PROTECT OR ENFORCE ITS RIGHTS ARISING OUT OF THIS AGREEMENT OR ONE
OR MORE FINANCING AGREEMENTS WITHOUT FIRST OBTAINING THE PRIOR WRITTEN CONSENT
OF AGENT, IT BEING THE INTENT OF LENDERS THAT ANY SUCH ACTION TO PROTECT OR
ENFORCE RIGHTS UNDER THIS AGREEMENT OR ONE OR MORE FINANCING AGREEMENTS SHALL BE
TAKEN IN CONCERT AND AT THE DIRECTION OR WITH THE CONSENT OF AGENT. EACH LENDER
AGREES AND ACKNOWLEDGES
110
that Agent may exercise all rights and remedies provided to Agent under, and in
accordance with, the terms of the Financing Agreements and applicable law
(including, without limitation, with respect to the liens granted to Agent).
(F)
TO THE EXTENT THAT APPLICABLE LAW IMPOSES DUTIES ON AGENT OR ANY
LENDER TO EXERCISE REMEDIES IN A COMMERCIALLY REASONABLE MANNER (WHICH DUTIES
CANNOT BE WAIVED UNDER SUCH LAW), EACH BORROWER AND GUARANTOR ACKNOWLEDGES AND
AGREES THAT IT IS NOT COMMERCIALLY UNREASONABLE FOR AGENT OR ANY LENDER (I) TO
FAIL TO INCUR EXPENSES REASONABLY DEEMED SIGNIFICANT BY AGENT OR ANY LENDER TO
PREPARE COLLATERAL FOR DISPOSITION OR OTHERWISE TO COMPLETE RAW MATERIAL OR WORK
IN PROCESS INTO FINISHED GOODS OR OTHER FINISHED PRODUCTS FOR DISPOSITION, (II)
TO FAIL TO OBTAIN THIRD PARTY CONSENTS FOR ACCESS TO COLLATERAL TO BE DISPOSED
OF, OR TO OBTAIN OR, IF NOT REQUIRED BY OTHER LAW, TO FAIL TO OBTAIN CONSENTS OF
ANY GOVERNMENTAL AUTHORITY OR