AND RELEASES OF ALL OR ANY OF
THE COLLATERAL; (C) TO ASK FOR, DEMAND, SUE FOR, COLLECT, RECEIVE AND GIVE
ACQUITTANCE FOR ANY AND ALL MONEYS DUE OR TO BECOME DUE UNDER AND BY VIRTUE OF
ANY COLLATERAL; (D) TO SIGN THE NAME OF ANY GRANTOR ON ANY INVOICE OR BILL OF
LADING RELATING TO ANY OF THE COLLATERAL; (E) TO SEND VERIFICATIONS OF ACCOUNTS
TO ANY ACCOUNT DEBTOR; (F) TO COMMENCE AND PROSECUTE ANY AND ALL SUITS, ACTIONS
OR PROCEEDINGS AT LAW OR IN EQUITY IN ANY COURT OF
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COMPETENT JURISDICTION TO COLLECT OR OTHERWISE REALIZE ON ALL OR ANY OF THE
COLLATERAL OR TO ENFORCE ANY RIGHTS IN RESPECT OF ANY COLLATERAL; (G) TO SETTLE,
COMPROMISE, COMPOUND, ADJUST OR DEFEND ANY ACTIONS, SUITS OR PROCEEDINGS
RELATING TO ALL OR ANY OF THE COLLATERAL; (H) TO NOTIFY, OR TO REQUIRE ANY
GRANTOR TO NOTIFY, ACCOUNT DEBTORS TO MAKE PAYMENT DIRECTLY TO THE COLLATERAL
AGENT; AND (I) TO USE, SELL, ASSIGN, TRANSFER, PLEDGE, MAKE ANY AGREEMENT WITH
RESPECT TO OR OTHERWISE DEAL WITH ALL OR ANY OF THE COLLATERAL, AND TO DO ALL
OTHER ACTS AND THINGS NECESSARY TO CARRY OUT THE PURPOSES OF THIS AGREEMENT, AS
FULLY AND COMPLETELY AS THOUGH THE COLLATERAL AGENT WERE THE ABSOLUTE OWNER OF
THE COLLATERAL FOR ALL PURPOSES; PROVIDED THAT NOTHING HEREIN CONTAINED SHALL BE
CONSTRUED AS REQUIRING OR OBLIGATING THE COLLATERAL AGENT TO MAKE ANY COMMITMENT
OR TO MAKE ANY INQUIRY AS TO THE NATURE OR SUFFICIENCY OF ANY PAYMENT RECEIVED
BY THE COLLATERAL AGENT, OR TO PRESENT OR FILE ANY CLAIM OR NOTICE, OR TO TAKE
ANY ACTION WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF OR THE MONEYS DUE
OR TO BECOME DUE IN RESPECT THEREOF OR ANY PROPERTY COVERED THEREBY.
THE
COLLATERAL AGENT AND THE OTHER SECURED PARTIES SHALL BE ACCOUNTABLE ONLY FOR
AMOUNTS ACTUALLY RECEIVED AS A RESULT OF THE EXERCISE OF THE POWERS GRANTED TO
THEM HEREIN, AND NEITHER THEY NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS
SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT HEREUNDER,
EXCEPT FOR THEIR OWN BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
SECTION 7.08.
GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 7.09.
WAIVERS; AMENDMENT.
(A)
NO FAILURE OR DELAY BY THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY IN
EXERCISING ANY RIGHT, POWER OR REMEDY HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT
SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF
ANY SUCH RIGHT, POWER OR REMEDY, OR ANY ABANDONMENT OR DISCONTINUANCE OF STEPS
TO ENFORCE SUCH A RIGHT, POWER OR REMEDY, PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF OR THE EXERCISE