UNDER OR PURSUANT TO ANY CONTRACTUAL
OBLIGATION, OR TO MAKE ANY PAYMENT, OR TO MAKE ANY INQUIRY AS TO THE NATURE OR
THE SUFFICIENCY OF ANY PAYMENT RECEIVED BY IT OR THE SUFFICIENCY OF ANY
PERFORMANCE BY ANY PARTY UNDER ANY CONTRACTUAL OBLIGATION, OR TO PRESENT OR FILE
ANY CLAIMS, OR TO TAKE ANY ACTION TO COLLECT OR ENFORCE ANY PERFORMANCE OR THE
PAYMENT OF ANY AMOUNTS WHICH MAY HAVE BEEN ASSIGNED TO IT OR TO WHICH IT MAY BE
ENTITLED AT ANY TIME OR TIMES.
NEITHER AGENT NOR ANY LENDER SHALL HAVE ANY
LIABILITY IN CONTRACT OR TORT FOR GRANTOR'S ACT OR OMISSIONS.
(B)
AT ANY TIME AFTER AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING WITH ONE (1) BUSINESS DAY'S PRIOR NOTICE TO GRANTOR,
AGENT MAY (I) NOTIFY ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED ON ANY OF THE
COLLATERAL THAT AGENT HAS A SECURITY INTEREST THEREIN, AND THAT PAYMENTS SHALL
BE MADE DIRECTLY TO AGENT, FOR ITSELF AND THE BENEFIT OF LENDERS.
UPON THE
REQUEST OF AGENT, GRANTOR SHALL SO NOTIFY ACCOUNT DEBTORS AND OTHER PERSONS
OBLIGATED ON COLLATERAL.
ONCE ANY SUCH NOTICE HAS BEEN GIVEN TO ANY ACCOUNT
DEBTOR OR OTHER PERSON OBLIGATED ON COLLATERAL, GRANTOR SHALL NOT GIVE ANY
CONTRARY INSTRUCTIONS TO SUCH ACCOUNT DEBTOR OR OTHER PERSON WITHOUT AGENT'S
PRIOR WRITTEN CONSENT, (II) EXERCISE THE RIGHTS OF GRANTOR WITH RESPECT TO THE
OBLIGATION OF THE ACCOUNT DEBTOR TO MAKE PAYMENT OR OTHERWISE RENDER PERFORMANCE
TO GRANTOR AND WITH RESPECT TO ANY PROPERTY THAT SECURES THE OBLIGATIONS OF THE
ACCOUNT DEBTOR OR ANY OTHER PERSON OBLIGATED ON THE COLLATERAL; AND (III)
ADJUST, SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT OF SUCH ACCOUNTS.
AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (I) ALL AMOUNTS AND
PROCEEDS RECEIVED BY GRANTOR WITH RESPECT TO THE ACCOUNTS SHALL BE RECEIVED IN
TRUST FOR THE BENEFIT OF AGENT (ON BEHALF OF LENDERS), SHALL BE SEGREGATED FROM
OTHER FUNDS OF GRANTOR AND SHALL BE FORTHWITH PAID OVER TO AGENT IN THE SAME
FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENT) TO BE HELD IN THE DEPOSIT
ACCOUNT PURSUANT TO SECTION 6 OR APPLIED PURSUANT TO THE RELEVANT PROVISIONS OF
THE CREDIT AGREEMENT.
GRANTOR SHALL NOT ADJUST, SETTLE OR COMPROMISE THE AMOUNT
OR PAYMENT OF ANY ACCOUNT, OR RELEASE WHOLLY OR PARTLY ANY CUSTOMER OR OBLIGOR
THEREOF, OR ALLOW ANY CREDIT OR DISCOUNT THEREON (OTHER THAN ADJUSTMENTS,
CREDITS, DISCOUNTS, AND OTHER NON-MATERIAL COMPROMISES, IN EACH CASE, IN THE
ORDINARY COURSE OF BUSINESS AND IN AMOUNTS WHICH ARE NOT MATERIAL TO GRANTOR)
WITHOUT THE PRIOR CONSENT OF AGENT.
(C)
AGENT MAY AT ANY TIME, IN AGENT'S
REASONABLE DISCRETION, IN AGENT'S OWN NAME, IN THE NAME OF A NOMINEE OF AGENT OR
IN THE NAME OF GRANTOR COMMUNICATE (BY MAIL, TELEPHONE, FACSIMILE OR OTHERWISE)
WITH ACCOUNT DEBTORS, PARTIES TO CONTRACTUAL OBLIGATIONS AND OBLIGORS IN RESPECT
OF INSTRUMENTS TO VERIFY WITH SUCH PERSONS, TO AGENT'S SATISFACTION, THE
EXISTENCE, AMOUNT, TERMS OF, AND ANY OTHER MATTER RELATING TO, ACCOUNTS,
INSTRUMENTS, CHATTEL PAPER