WAIVED AND RELEASED BY BORROWERS AND GUARANTORS AND/OR (VI) TERMINATE
THIS AGREEMENT.
IF ANY OF THE COLLATERAL IS SOLD OR LEASED BY AGENT UPON CREDIT
TERMS OR FOR FUTURE DELIVERY, THE OBLIGATIONS SHALL NOT BE REDUCED AS A RESULT
THEREOF UNTIL PAYMENT THEREFOR IS FINALLY COLLECTED BY AGENT.
IF NOTICE OF
DISPOSITION OF COLLATERAL IS REQUIRED BY LAW, TEN (10) DAYS PRIOR NOTICE BY
AGENT TO ADMINISTRATIVE BORROWER DESIGNATING THE TIME AND PLACE OF ANY PUBLIC
SALE OR THE TIME AFTER WHICH ANY PRIVATE SALE OR OTHER INTENDED DISPOSITION OF
COLLATERAL IS TO BE MADE, SHALL BE DEEMED TO BE REASONABLE NOTICE THEREOF AND
BORROWERS AND GUARANTORS WAIVE ANY OTHER NOTICE.
IN THE EVENT AGENT INSTITUTES
AN ACTION TO RECOVER ANY COLLATERAL OR SEEKS RECOVERY OF ANY COLLATERAL BY WAY
OF PREJUDGMENT REMEDY, EACH BORROWER AND GUARANTOR WAIVES THE POSTING OF ANY
BOND WHICH MIGHT OTHERWISE BE REQUIRED. AT ANY TIME AN EVENT OF DEFAULT EXISTS
OR HAS OCCURRED AND IS CONTINUING, UPON AGENT'S REQUEST, BORROWERS WILL EITHER,
AS AGENT SHALL SPECIFY, FURNISH CASH COLLATERAL TO EACH ISSUING BANK TO BE USED
TO SECURE AND FUND THE REIMBURSEMENT OBLIGATIONS TO SUCH ISSUING BANK IN
CONNECTION WITH ANY LETTER OF CREDIT OBLIGATIONS OR FURNISH CASH COLLATERAL TO
AGENT FOR THE LETTER OF CREDIT OBLIGATIONS.
SUCH CASH COLLATERAL SHALL BE IN
THE AMOUNT EQUAL TO ONE HUNDRED TEN (110%) PERCENT OF THE AMOUNT OF THE LETTER
OF CREDIT OBLIGATIONS PLUS THE AMOUNT OF ANY FEES AND EXPENSES PAYABLE IN
CONNECTION THEREWITH THROUGH THE END OF THE LATEST EXPIRATION DATE OF THE
LETTERS OF CREDIT GIVING RISE TO SUCH LETTER OF CREDIT OBLIGATIONS.
(D)
AT ANY TIME OR TIMES THAT AN EVENT OF DEFAULT EXISTS OR
HAS OCCURRED AND IS CONTINUING, AGENT MAY, IN ITS DISCRETION, ENFORCE THE RIGHTS
OF ANY BORROWER OR GUARANTOR AGAINST ANY ACCOUNT DEBTOR, SECONDARY OBLIGOR OR
OTHER OBLIGOR IN RESPECT OF ANY OF THE ACCOUNTS OR OTHER RECEIVABLES.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, AGENT MAY, IN ITS DISCRETION, AT SUCH
TIME OR TIMES (I) NOTIFY ANY OR ALL ACCOUNT DEBTORS, SECONDARY OBLIGORS OR OTHER
OBLIGORS IN RESPECT THEREOF THAT THE RECEIVABLES HAVE BEEN ASSIGNED TO AGENT AND
THAT AGENT HAS A SECURITY INTEREST THEREIN AND AGENT MAY DIRECT ANY OR ALL
ACCOUNT DEBTORS, SECONDARY OBLIGORS AND OTHER OBLIGORS TO MAKE PAYMENT OF
RECEIVABLES DIRECTLY TO AGENT, (II) EXTEND THE TIME OF PAYMENT OF, COMPROMISE,
SETTLE OR ADJUST FOR CASH, CREDIT, RETURN OF MERCHANDISE OR OTHERWISE, AND UPON
ANY TERMS OR CONDITIONS, ANY AND ALL RECEIVABLES OR OTHER OBLIGATIONS INCLUDED
IN THE COLLATERAL AND THEREBY DISCHARGE OR RELEASE THE ACCOUNT DEBTOR OR ANY
SECONDARY OBLIGORS OR OTHER OBLIGORS IN RESPECT THEREOF WITHOUT AFFECTING ANY OF
THE OBLIGATIONS,
(III) DEMAND, COLLECT OR ENFORCE PAYMENT OF ANY RECEIVABLES OR
SUCH OTHER OBLIGATIONS, BUT WITHOUT ANY DUTY TO DO SO, AND AGENT AND LENDERS
SHALL NOT BE LIABLE FOR ANY FAILURE TO COLLECT OR ENFORCE THE PAYMENT THEREOF
NOR FOR THE NEGLIGENCE OF ITS AGENTS OR ATTORNEYS WITH RESPECT THERETO