ENFORCE THE PAYMENT THEREOF NOR FOR THE NEGLIGENCE OF ITS AGENTS OR
ATTORNEYS WITH RESPECT THERETO AND (IV) TAKE WHATEVER OTHER ACTION
ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR DESIRABLE FOR THE PROTECTION OF ITS
INTERESTS AND THE INTERESTS OF LENDERS.
AT ANY TIME THAT AN EVENT OF DEFAULT
EXISTS OR HAS OCCURRED AND IS CONTINUING, AT ADMINISTRATIVE AGENT'S REQUEST, ALL
INVOICES AND STATEMENTS SENT TO ANY ACCOUNT DEBTOR SHALL STATE THAT THE ACCOUNTS
AND SUCH OTHER OBLIGATIONS HAVE BEEN ASSIGNED TO ADMINISTRATIVE AGENT AND ARE
PAYABLE DIRECTLY AND ONLY TO ADMINISTRATIVE AGENT AND BORROWERS AND OBLIGORS
SHALL DELIVER TO ADMINISTRATIVE AGENT SUCH ORIGINALS OF DOCUMENTS EVIDENCING THE
SALE AND DELIVERY OF GOODS OR THE PERFORMANCE OF SERVICES GIVING RISE TO ANY
ACCOUNTS AS ADMINISTRATIVE 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 ADMINISTRATIVE AGENT'S REQUEST, HOLD THE
RETURNED INVENTORY IN TRUST FOR ADMINISTRATIVE AGENT, SEGREGATE ALL RETURNED
INVENTORY FROM ALL OF ITS OTHER PROPERTY, DISPOSE OF THE RETURNED INVENTORY
SOLELY ACCORDING TO ADMINISTRATIVE AGENT'S INSTRUCTIONS, AND NOT ISSUE ANY
CREDITS, DISCOUNTS OR ALLOWANCES WITH RESPECT THERETO WITHOUT ADMINISTRATIVE
AGENT'S PRIOR WRITTEN CONSENT.
(E)
TO THE EXTENT THAT APPLICABLE LAW IMPOSES DUTIES ON ADMINISTRATIVE 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
ADMINISTRATIVE AGENT OR ANY LENDER (I) TO FAIL TO INCUR EXPENSES REASONABLY
DEEMED SIGNIFICANT BY ADMINISTRATIVE 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 OTHER THIRD PARTY FOR THE COLLECTION OR DISPOSITION OF
COLLATERAL TO BE COLLECTED OR DISPOSED OF, (III) TO FAIL TO EXERCISE COLLECTION
REMEDIES AGAINST ACCOUNT DEBTORS, SECONDARY OBLIGORS OR OTHER PERSONS OBLIGATED
ON COLLATERAL OR TO REMOVE LIENS OR ENCUMBRANCES ON OR ANY ADVERSE CLAIMS
AGAINST COLLATERAL, (IV) TO EXERCISE COLLECTION REMEDIES AGAINST ACCOUNT DEBTORS
AND OTHER PERSONS OBLIGATED ON COLLATERAL DIRECTLY OR THROUGH THE USE OF
COLLECTION AGENCIES AND OTHER COLLECTION SPECIALISTS, (V) TO ADVERTISE
DISPOSITIONS OF COLLATERAL THROUGH PUBLICATIONS OR MEDIA OF GENERAL CIRCULATION,
WHETHER OR NOT THE COLLATERAL IS OF A SPECIALIZED NATURE, (VI) TO CONTACT OTHER
PERSONS, WHETHER OR NOT IN THE SAME BUSINESS AS ANY BORROWER OR GUARANTOR, FOR
EXPRESSIONS OF INTEREST IN ACQUIRING ALL OR ANY PORTION OF THE COLLATERAL, (VII)
TO HIRE ONE OR MORE PROFESSIONAL AUCTIONEERS TO ASSIST IN THE DISPOSITION OF
COLLATERAL, WHETHER OR NOT THE COLLATERAL IS OF A SPECIALIZED NATURE, (VIII) TO
DISPOSE OF COLLATERAL BY UTILIZING INTERNET SITES THAT PROVIDE FOR THE AUCTION
OF ASSETS OF THE TYPES INCLUDED IN THE COLLATERAL OR