IN ADDITION, THE COLLATERAL AGENT SHALL HAVE THE RIGHT TO
ENFORCE ANY GRANTOR'S RIGHTS AGAINST ITS CUSTOMERS AND ACCOUNT DEBTORS, AND THE
COLLATERAL AGENT OR ITS DESIGNEE MAY NOTIFY ANY GRANTOR'S CUSTOMERS AND ACCOUNT
DEBTORS THAT THE
11
ACCOUNTS OF SUCH GRANTOR HAVE BEEN ASSIGNED TO THE COLLATERAL AGENT OR OF THE
COLLATERAL AGENT'S SECURITY INTEREST THEREIN, AND MAY (EITHER IN ITS OWN NAME OR
IN THE NAME OF A GRANTOR OR BOTH) DEMAND, COLLECT (INCLUDING BY WAY OF A LOCKBOX
ARRANGEMENT), RECEIVE, TAKE RECEIPT FOR, SELL, SUE FOR, COMPOUND, SETTLE,
COMPROMISE AND GIVE ACQUITTANCE FOR ANY AND ALL AMOUNTS DUE OR TO BECOME DUE ON
ANY ACCOUNT, AND, IN THE COLLATERAL AGENT'S DISCRETION, FILE ANY CLAIM OR TAKE
ANY OTHER ACTION OR PROCEEDING TO PROTECT AND REALIZE UPON THE SECURITY INTEREST
OF THE HOLDERS OF THE OBLIGATIONS IN THE ACCOUNTS.
EACH GRANTOR ACKNOWLEDGES
AND AGREES THAT THE PROCEEDS OF ITS ACCOUNTS REMITTED TO OR ON BEHALF OF THE
COLLATERAL AGENT IN ACCORDANCE WITH THE PROVISIONS HEREOF SHALL BE SOLELY FOR
THE COLLATERAL AGENT'S OWN CONVENIENCE AND THAT SUCH GRANTOR SHALL NOT HAVE ANY
RIGHT, TITLE OR INTEREST IN SUCH ACCOUNTS OR IN ANY SUCH OTHER AMOUNTS EXCEPT AS
EXPRESSLY PROVIDED HEREIN.
THE COLLATERAL AGENT AND THE HOLDERS OF THE
OBLIGATIONS SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO ANY GRANTOR FOR
ACCEPTANCE OF A CHECK, DRAFT OR OTHER ORDER FOR PAYMENT OF MONEY BEARING THE
LEGEND "PAYMENT IN FULL" OR WORDS OF SIMILAR IMPORT OR ANY OTHER RESTRICTIVE
LEGEND OR ENDORSEMENT OR BE RESPONSIBLE FOR DETERMINING THE CORRECTNESS OF ANY
REMITTANCE.
EACH GRANTOR HEREBY AGREES TO INDEMNIFY THE COLLATERAL AGENT AND
THE HOLDERS OF THE OBLIGATIONS FROM AND AGAINST ALL LIABILITIES, DAMAGES,
LOSSES, ACTIONS, CLAIMS, JUDGMENTS, COSTS, EXPENSES AND CHARGES (INCLUDING
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) SUFFERED OR INCURRED BY THE
COLLATERAL AGENT OR THE HOLDERS OF THE OBLIGATIONS (EACH, AN "INDEMNIFIED
PARTY") BECAUSE OF THE MAINTENANCE OF THE FOREGOING ARRANGEMENTS EXCEPT AS
RELATING TO OR ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN
INDEMNIFIED PARTY OR ITS OFFICERS, EMPLOYEES OR AGENTS.
IN THE CASE OF ANY
INVESTIGATION, LITIGATION OR OTHER PROCEEDING, THE FOREGOING INDEMNITY SHALL BE
EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT
BY A GRANTOR, ITS DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY
OR ANY OTHER PERSON OR ANY OTHER INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO.
(C)
ACCESS.
IN ADDITION TO THE RIGHTS AND REMEDIES HEREUNDER, UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT AND DURING THE CONTINUATION THEREOF, THE
GRANTOR SHALL PROVIDE THE COLLATERAL AGENT WITH ACCESS TO THE COLLATERAL WITHOUT
COST OR CHARGE TO THE COLLATERAL AGENT, AND THE REASONABLE USE OF THE SAME,
TOGETHER WITH MATERIALS, SUPPLIES, BOOKS AND RECORDS OF THE GRANTORS FOR THE
PURPOSE OF COLLECTING AND LIQUIDATING THE COLLATERAL, OR FOR PREPARING FOR SALE
AND CONDUCTING THE SALE OF THE COLLATERAL, WHETHER BY FORECLOSURE, AUCTION OR
OTHERWISE.
IN ADDITION, THE COLLATERAL AGENT MAY REMOVE COLLATERAL, OR ANY PART
THEREOF, FROM SUCH PREMISES