EQUITY OF REDEMPTION IS
HEREBY EXPRESSLY WAIVED AND RELEASED BY BORROWERS AND OBLIGORS AND/OR
(VI) TERMINATE THIS AGREEMENT.
IF ANY OF THE COLLATERAL IS SOLD OR LEASED BY
ADMINISTRATIVE 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 ADMINISTRATIVE AGENT.
IF NOTICE OF DISPOSITION OF COLLATERAL IS
REQUIRED BY LAW, TEN (10) DAYS PRIOR NOTICE BY ADMINISTRATIVE AGENT TO LEAD
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 OBLIGORS
WAIVE ANY OTHER NOTICE.
IN THE EVENT ADMINISTRATIVE AGENT INSTITUTES AN ACTION
TO RECOVER ANY COLLATERAL OR SEEKS RECOVERY OF ANY COLLATERAL BY WAY OF
PREJUDGMENT REMEDY, EACH BORROWER AND OBLIGOR 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 ADMINISTRATIVE AGENT'S REQUEST, BORROWERS WILL
EITHER, AS ADMINISTRATIVE AGENT SHALL SPECIFY, FURNISH CASH COLLATERAL TO THE
ISSUER TO BE USED TO SECURE AND FUND ADMINISTRATIVE AGENT'S REIMBURSEMENT
OBLIGATIONS TO THE ISSUER IN CONNECTION WITH ANY LETTER OF CREDIT ACCOMMODATIONS
OR FURNISH CASH COLLATERAL TO ADMINISTRATIVE AGENT FOR THE LETTER OF CREDIT
ACCOMMODATIONS.
SUCH CASH COLLATERAL SHALL BE IN THE AMOUNT EQUAL TO ONE
HUNDRED FIVE (105%) PERCENT OF THE AMOUNT OF THE LETTER OF CREDIT ACCOMMODATIONS
PLUS THE AMOUNT OF ANY
EXPENSES PAYABLE OR TO BECOME PAYABLE IN CONNECTION THEREWITH THROUGH THE END OF
THE LATEST EXPIRATION DATE OF SUCH LETTER OF CREDIT ACCOMMODATIONS.
166
(D)
AT ANY TIME OR TIMES THAT AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND
IS CONTINUING, ADMINISTRATIVE AGENT MAY, IN ITS DISCRETION, ENFORCE THE RIGHTS
OF ANY BORROWER OR OBLIGOR 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, ADMINISTRATIVE 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 ADMINISTRATIVE AGENT AND THAT ADMINISTRATIVE AGENT HAS A
SECURITY INTEREST THEREIN AND ADMINISTRATIVE AGENT MAY DIRECT ANY OR ALL
ACCOUNTS DEBTORS, SECONDARY OBLIGORS AND OTHER OBLIGORS TO MAKE PAYMENT OF
RECEIVABLES DIRECTLY TO ADMINISTRATIVE 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 ADMINISTRATIVE AGENT AND LENDERS SHALL NOT BE LIABLE FOR ANY FAILURE TO
COLLECT OR