UPON ANY COMMERCIAL TORT
CLAIM.
10.6
COLLECTION OF ACCOUNTS; SEGREGATION OF PROCEEDS, ETC.
BORROWER
COVENANTS AND AGREES THAT, EXCEPT TO THE EXTENT THAT AGENT'S OR COLLATERAL
AGENT'S EXERCISE OF ITS RIGHTS AND REMEDIES HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT SHALL PREVENT BORROWER FROM DOING SO,
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BORROWER WILL, AT BORROWER'S SOLE EXPENSE, COLLECT FROM THE ACCOUNT DEBTOR ON
EACH ACCOUNT ALL AMOUNTS DUE THEREON AS AND WHEN THE SAME SHALL BECOME DUE; AND
IN THE EVENT OF ANY DEFAULT BY ANY ACCOUNT DEBTOR JUSTIFYING SUCH ACTION,
BORROWER SHALL HAVE THE AUTHORITY, AT BORROWER'S SOLE EXPENSE, TO REPOSSESS ANY
MERCHANDISE COVERED BY ANY SUCH ACCOUNT IN ACCORDANCE WITH THE TERMS THEREOF AND
ANY APPLICABLE LAW AND TO TAKE SUCH OTHER ACTION WITH RESPECT TO ANY SUCH
ACCOUNT OR THE MERCHANDISE COVERED THEREBY AS BORROWER, IN THE ABSENCE OF
INSTRUCTIONS FROM AGENT OR COLLATERAL AGENT, MAY DEEM ADVISABLE.
10.7
COLLECTION METHODS.
BORROWER AGREES THAT NO COURT ACTION OR OTHER
LEGAL PROCEEDINGS FOR GARNISHMENT, ATTACHMENT, REPOSSESSION OF PROPERTY,
DETINUE, OR ANY ATTEMPT TO REPOSSESS ANY MERCHANDISE COVERED BY ANY ACCOUNT
OTHER THAN THROUGH LEGAL PROCEEDINGS, SHALL BE DONE OR ATTEMPTED TO BE DONE BY
BORROWER EXCEPT BY OR UNDER THE DIRECTION OF COMPETENT LEGAL COUNSEL.
BORROWER
AGREES TO INDEMNIFY AND HOLD LENDER PARTY HARMLESS FROM ANY LOSS OR LIABILITY OF
ANY KIND OR CHARACTER WHICH MAY BE ASSERTED OR SOUGHT TO BE ASSERTED AGAINST
LENDER PARTY BY VIRTUE OF ANY SUIT FILED, PROCESS ISSUED OR ANY REPOSSESSION OR
ATTEMPTED REPOSSESSION DONE OR ATTEMPTED BY BORROWER OR AT BORROWER'S DIRECTION
OR ANY ENDEAVORS THAT BORROWER MAY MAKE TO COLLECT OR ENFORCE ANY ACCOUNTS OR
REPOSSESS ANY GOODS COVERED BY ANY ACCOUNT.
10.8
VERIFICATION OF ACCOUNTS.
BORROWER AGREES THAT ANY OF AGENT'S OR
COLLATERAL AGENT'S OFFICERS, EMPLOYEES OR AGENTS SHALL HAVE THE RIGHT, AT ANY
TIME OR TIMES HEREAFTER, IN AGENT'S OR COLLATERAL AGENT'S NAME OR IN THE NAME OF
BORROWER, TO VERIFY WITH ANY ACCOUNT DEBTOR THE VALIDITY OR AMOUNT OF, OR ANY
OTHER MATTER RELATING TO, ANY ACCOUNTS BY MAIL, TELEPHONE, TELEGRAPH OR
OTHERWISE.
10.9
NOTICE REGARDING DISPUTED ACCOUNTS.
BORROWER COVENANTS AND AGREES
THAT IN THE EVENT ANY ELIGIBLE ACCOUNT IS SUBJECT TO A DISPUTE BETWEEN ANY
ACCOUNT DEBTOR AND BORROWER WHERE THE AMOUNT IN CONTROVERSY EXCEEDS $500,000.00,
BORROWER SHALL PROMPTLY PROVIDE AGENT AND COLLATERAL AGENT WITH WRITTEN NOTICE
THEREOF, EXPLAINING IN DETAIL THE REASON FOR THE DISPUTE, ALL CLAIMS RELATED
THERETO AND THE AMOUNT IN CONTROVERSY.
10.10
RECORDS, SCHEDULES AND ASSIGNMENTS.
BORROWER COVENANTS AND AGREES
THAT BORROWER SHALL KEEP ACCURATE RECORDS OF BORROWER'S ACCOUNTS AND INVENTORY,
AND SHALL PROMPTLY DELIVER TO AGENT AND/OR COLLATERAL AGENT, WITHIN 15 DAYS
AFTER DEMAND OF AGENT AND/OR COLLATERAL AGENT (I) A DETAILED AGED TRIAL BALANCE,
IN FORM AND SUBSTANCE ACCEPTABLE TO AGENT AND COLLATERAL AGENT, OF ALL
THEN-EXISTING ACCOUNTS ("SCHEDULE OF ACCOUNTS"), (II) A CURRENT SCHEDULE OF
INVENTORY ("SCHEDULE OF INVENTORY"), (III) THE ORIGINAL OR A COPY OF ALL
DOCUMENTS EVIDENCING OR RELATING TO THE ACCOUNTS OR INVENTORY SO SCHEDULED,
(IV) SUCH OTHER INFORMATION