TEN (110%) PERCENT OF THE AMOUNT OF THE LETTER OF CREDIT
104
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.
(C)
AT ANY TIME OR TIMES THAT AN EVENT OF DEFAULT EXISTS OR HAS
OCCURRED AND IS CONTINUING, LENDER 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, LENDER 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 LENDER
AND THAT LENDER HAS A SECURITY INTEREST THEREIN AND LENDER MAY DIRECT ANY OR ALL
ACCOUNT DEBTORS, SECONDARY OBLIGORS AND OTHER OBLIGORS TO MAKE PAYMENT OF
RECEIVABLES DIRECTLY TO LENDER, (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 LENDER 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 AND (IV) TAKE
WHATEVER OTHER ACTION LENDER MAY REASONABLY DEEM NECESSARY OR DESIRABLE FOR THE
PROTECTION OF ITS INTERESTS.
AT ANY TIME THAT AN EVENT OF DEFAULT EXISTS OR HAS
OCCURRED AND IS CONTINUING, AT LENDER'S REQUEST, ALL INVOICES AND STATEMENTS
SENT TO ANY ACCOUNT DEBTOR SHALL STATE THAT THE ACCOUNTS AND SUCH OTHER
OBLIGATIONS HAVE BEEN ASSIGNED TO LENDER AND ARE PAYABLE DIRECTLY AND ONLY TO
LENDER AND BORROWERS AND GUARANTORS SHALL DELIVER TO LENDER SUCH ORIGINALS OF
DOCUMENTS EVIDENCING THE SALE AND DELIVERY OF GOODS OR THE PERFORMANCE OF
SERVICES GIVING RISE TO ANY ACCOUNTS AS LENDER 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 LENDER'S REQUEST, HOLD THE RETURNED
INVENTORY IN TRUST FOR LENDER,
SEGREGATE ALL RETURNED INVENTORY FROM ALL OF ITS
OTHER PROPERTY, DISPOSE OF THE RETURNED INVENTORY SOLELY ACCORDING TO LENDER'S
INSTRUCTIONS, AND NOT ISSUE ANY CREDITS, DISCOUNTS OR ALLOWANCES WITH RESPECT
THERETO WITHOUT LENDER'S PRIOR WRITTEN CONSENT.
(D)
TO THE EXTENT THAT APPLICABLE LAW IMPOSES DUTIES ON 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 LENDER (I) TO FAIL TO INCUR EXPENSES
REASONABLY DEEMED SIGNIFICANT BY LENDER TO PREPARE