OR IN THE NAME OF SUCH GRANTOR (A) TO RECEIVE, ENDORSE, ASSIGN
AND/OR DELIVER ANY AND ALL NOTES, ACCEPTANCES, CHECKS, DRAFTS, MONEY ORDERS OR
OTHER EVIDENCES OF PAYMENT RELATING TO THE COLLATERAL OR ANY PART THEREOF,
(B) TO DEMAND, COLLECT, RECEIVE PAYMENT OF, GIVE RECEIPT FOR AND GIVE DISCHARGES
AND RELEASES OF ALL OR ANY OF THE COLLATERAL, (C) TO SIGN THE NAME OF ANY
GRANTOR ON ANY INVOICE OR BILL OF LADING RELATING TO ANY OF THE COLLATERAL,
(D) TO SEND VERIFICATIONS OF RECEIVABLES TO ANY ACCOUNT DEBTOR, (E) TO COMMENCE
AND PROSECUTE ANY AND ALL SUITS, ACTIONS OR PROCEEDINGS AT LAW OR IN EQUITY IN
ANY COURT OF COMPETENT JURISDICTION TO COLLECT OR OTHERWISE REALIZE ON ALL OR
ANY OF THE COLLATERAL OR TO ENFORCE ANY RIGHTS IN RESPECT OF ANY COLLATERAL,
(F) TO SETTLE, COMPROMISE, COMPOUND, ADJUST OR DEFEND ANY ACTIONS, SUITS OR
PROCEEDINGS RELATING TO ALL OR ANY OF THE COLLATERAL, (G) TO NOTIFY, OR TO
REQUIRE ANY GRANTOR TO NOTIFY, ACCOUNT DEBTORS TO MAKE PAYMENT DIRECTLY TO THE
ADMINISTRATIVE AGENT, AND (H) 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 ADMINISTRATIVE AGENT WERE THE
ABSOLUTE OWNER OF THE COLLATERAL FOR ALL PURPOSES, PROVIDED THAT NOTHING
36
HEREIN CONTAINED SHALL BE CONSTRUED AS REQUIRING OR OBLIGATING THE
ADMINISTRATIVE AGENT TO MAKE ANY COMMITMENT OR TO MAKE ANY INQUIRY AS TO THE
NATURE OR SUFFICIENCY OF ANY PAYMENT RECEIVED BY THE ADMINISTRATIVE 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 ADMINISTRATIVE 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 GROSS
NEGLIGENCE, BAD FAITH OR WILFUL MISCONDUCT.
SECTION 6.16.
INTERCREDITOR AGREEMENT.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE ADMINISTRATIVE AGENT
PURSUANT TO THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OF REMEDY BY THE
ADMINISTRATIVE AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE
INTERCREDITOR AGREEMENT.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE
INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR
AGREEMENT SHALL GOVERN.
SECTION 6.17.
REAFFIRMATION.
EACH OF THE GRANTORS HEREBY CONSENTS TO THE
CREDIT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY AND HEREBY CONFIRMS
ITS GUARANTEES, PLEDGES, GRANTS OF SECURITY INTERESTS AND OTHER AGREEMENTS, AS
APPLICABLE, UNDER EACH OF THE AGREEMENTS TO WHICH IT IS PARTY SET FORTH ON
SCHEDULE VI ATTACHED HERETO AND AGREES