RESPECT
THERETO, MATERIAL RECORDS OF ALL PAYMENTS RECEIVED, ALL CREDITS GRANTED THEREON,
ALL MERCHANDISE RETURNED AND ALL OTHER DEALINGS THEREWITH, AND SUCH GRANTOR WILL
MAKE THE SAME AVAILABLE, IN ACCORDANCE WITH AND SUBJECT TO THE TERMS AND
CONDITIONS RELATING TO INSPECTIONS SET FORTH IN THE CREDIT AGREEMENT TO THE
ADMINISTRATIVE AGENT FOR INSPECTION AT SUCH GRANTOR'S OWN COST AND EXPENSE.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AND AT THE
REQUEST OF THE ADMINISTRATIVE AGENT, SUCH GRANTOR SHALL, AT ITS OWN COST AND
EXPENSE, DELIVER ALL TANGIBLE EVIDENCE OF ITS ACCOUNTS AND CONTRACT RIGHTS
(INCLUDING, WITHOUT LIMITATION, ALL DOCUMENTS EVIDENCING THE ACCOUNTS AND ALL
CONTRACTS)
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AND SUCH BOOKS AND RECORDS TO THE ADMINISTRATIVE AGENT OR TO ITS REPRESENTATIVES
(COPIES OF WHICH EVIDENCE AND BOOKS AND RECORDS MAY BE RETAINED BY SUCH
GRANTOR).
IF THE ADMINISTRATIVE AGENT SO DIRECTS, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, SUCH GRANTOR SHALL LEGEND, IN
FORM AND MANNER SATISFACTORY TO THE ADMINISTRATIVE AGENT, THE ACCOUNTS AND THE
CONTRACTS, AS WELL AS BOOKS, RECORDS AND DOCUMENTS (IF ANY) OF SUCH GRANTOR
EVIDENCING OR PERTAINING TO SUCH ACCOUNTS AND CONTRACTS WITH AN APPROPRIATE
REFERENCE TO THE FACT THAT SUCH ACCOUNTS AND CONTRACTS HAVE BEEN ASSIGNED TO THE
ADMINISTRATIVE AGENT AND THAT THE ADMINISTRATIVE AGENT HAS A SECURITY INTEREST
THEREIN.
(M)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, IF
THE ADMINISTRATIVE AGENT SO DIRECTS ANY GRANTOR IN WRITING, SUCH GRANTOR AGREES
(X) TO CAUSE ALL PAYMENTS ON ACCOUNT OF THE ACCOUNTS AND CONTRACTS TO BE MADE
DIRECTLY TO A CASH COLLATERAL ACCOUNT, (Y) THAT THE ADMINISTRATIVE AGENT MAY, AT
ITS OPTION, DIRECTLY NOTIFY THE OBLIGORS WITH RESPECT TO ANY ACCOUNTS AND/OR
UNDER ANY CONTRACTS TO MAKE PAYMENTS WITH RESPECT THERETO AS PROVIDED IN THE
PRECEDING CLAUSE (X), AND (Z) THAT THE ADMINISTRATIVE AGENT MAY ENFORCE
COLLECTION OF ANY SUCH ACCOUNTS AND CONTRACTS AND MAY ADJUST, SETTLE OR
COMPROMISE THE AMOUNT OF PAYMENT THEREOF, IN THE SAME MANNER AND TO THE SAME
EXTENT AS SUCH GRANTOR.
WITHOUT NOTICE TO OR ASSENT BY ANY GRANTOR, THE
ADMINISTRATIVE AGENT MAY, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, APPLY ANY OR ALL AMOUNTS THEN IN, OR THEREAFTER DEPOSITED IN,
A CASH COLLATERAL ACCOUNT TOWARD THE PAYMENT OF THE OBLIGATIONS IN THE MANNER
PROVIDED IN SECTION 5.02 OF THIS AGREEMENT.
THE REASONABLE COSTS AND EXPENSES
OF COLLECTION (INCLUDING REASONABLE ATTORNEYS' FEES), WHETHER INCURRED BY A
GRANTOR OR THE ADMINISTRATIVE AGENT, SHALL BE BORNE BY THE RELEVANT GRANTOR.
THE ADMINISTRATIVE AGENT SHALL DELIVER A COPY OF EACH NOTICE REFERRED TO IN THE
PRECEDING CLAUSE (Y) TO THE RELEVANT GRANTOR, PROVIDED THAT THE FAILURE BY THE
ADMINISTRATIVE AGENT TO SO NOTIFY SUCH GRANTOR SHALL NOT AFFECT THE
EFFECTIVENESS OF SUCH NOTICE OR THE OTHER RIGHTS OF THE ADMINISTRATIVE AGENT
CREATED BY THIS CLAUSE (M).
(N)
EXCEPT AS PERMITTED BY CLAUSE (I) ABOVE, EACH GRANTOR SHALL ENDEAVOR IN
ACCORDANCE WITH REASONABLE BUSINESS PRACTICES TO