TAKE ANY ACTION THAT THE COLLATERAL AGENT MAY, IN ITS DISCRETION
AND AT THE BORROWER'S EXPENSE, DEEM NECESSARY OR APPROPRIATE (I) TO PERFECT,
MAINTAIN AND ENFORCE ANY SECURITY INTEREST OR OTHER LIEN CREATED IN FAVOR OF THE
COLLATERAL AGENT, FOR THE BENEFIT OF THE SENIOR SECURED PARTIES, (II) TO CREATE,
PERFECT, MAINTAIN AND ENFORCE ANY SECURITY INTEREST OR OTHER LIEN GRANTED OR
PURPORTED TO BE GRANTED HEREBY OR (III) TO OTHERWISE ACCOMPLISH THE PURPOSES OF
THIS ACCOUNTS AGREEMENT;
(C)
TO RECEIVE, ENDORSE AND COLLECT ALL FUNDS OR OTHER PROPERTY IN WHICH
THE BORROWER HAS AN INTEREST AND THAT WOULD CONSTITUTE ACCOUNT COLLATERAL UNDER
THE TERMS OF THIS ACCOUNTS AGREEMENT, IN EACH CASE REPRESENTING ANY PROCEEDS,
DIVIDENDS, INTEREST PAYMENTS OR OTHER DISTRIBUTIONS CONSTITUTING ACCOUNT
COLLATERAL OR ANY PART THEREOF AND TO GIVE FULL DISCHARGE FOR THE SAME AND TO
FILE ANY CLAIM OR TO TAKE ANY OTHER ACTION OR PROCEEDING IN ANY COURT OF LAW OR
EQUITY OR OTHERWISE DEEMED NECESSARY OR APPROPRIATE BY THE COLLATERAL AGENT FOR
THE PURPOSE OF COLLECTING ANY AND ALL OF SUCH PROCEEDS, DIVIDENDS, PAYMENTS OR
OTHER DISTRIBUTIONS;
(D)
TO PAY OR DISCHARGE TAXES AND LIENS LEVIED OR PLACED ON THE ACCOUNT
COLLATERAL;
(E)
(I) TO DIRECT ANY PARTY LIABLE FOR ANY PAYMENT UNDER OR WITH RESPECT
TO ANY OF THE ACCOUNT COLLATERAL TO MAKE PAYMENT OF ANY AND ALL MONEYS DUE OR TO
BECOME DUE THEREUNDER OR WITH RESPECT THERETO DIRECTLY TO THE COLLATERAL AGENT
OR AS THE COLLATERAL AGENT MAY DIRECT, (II) TO ASK OR MAKE, DEMAND FOR, COLLECT,
RECEIVE PAYMENT OF AND RECEIPT FOR, ANY AND ALL MONEYS, CLAIMS AND OTHER AMOUNTS
DUE OR TO BECOME DUE AT ANY TIME IN RESPECT OF OR ARISING OUT OF ANY OF THE
ACCOUNT COLLATERAL, (III) TO COMMENCE AND PROSECUTE ANY SUITS, ACTIONS OR
PROCEEDINGS AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT JURISDICTION TO
COLLECT THE ACCOUNT COLLATERAL OR ANY PART THEREOF AND TO ENFORCE ANY OTHER
RIGHT IN RESPECT OF ANY OF THE ACCOUNT COLLATERAL, (IV) TO DEFEND ANY SUIT,
ACTION OR PROCEEDING BROUGHT AGAINST THE BORROWER WITH RESPECT TO ANY OF THE
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ACCOUNT COLLATERAL AND (V) TO SETTLE, COMPROMISE OR ADJUST ANY SUIT, ACTION OR
PROCEEDING DESCRIBED IN SECTION 17.02(E)(III) AND (IV) AND, IN CONNECTION
THEREWITH, TO GIVE SUCH DISCHARGES OR RELEASES AS THE COLLATERAL AGENT MAY DEEM
APPROPRIATE;
(F)
(I) TO EXECUTE, IN CONNECTION WITH ANY SALE, LEASE, LICENSE OR OTHER
DISPOSITION PERMITTED TO BE MADE BY THE COLLATERAL AGENT HEREUNDER, ANY
ENDORSEMENTS, ASSIGNMENTS, TRANSFER STATEMENTS OR OTHER INSTRUMENTS OF
CONVEYANCE OR TRANSFER WITH RESPECT TO THE ACCOUNT COLLATERAL, AND TO FILE OR
REGISTER THE SAME IF REQUIRED BY APPLICABLE LAW; AND
(G)
TO COMMUNICATE IN ITS OWN NAME WITH ANY PARTY TO ANY AGREEMENT OR
INSTRUMENT INCLUDED IN THE ACCOUNT COLLATERAL, AT ANY REASONABLE TIME, WITH
REGARD TO ANY MATTER RELATING TO SUCH AGREEMENT OR INSTRUMENT.
SECTION 17.03
ENFORCEMENT. (A) NOTWITHSTANDING ANY OTHER PROVISION OF
THE CREDIT AGREEMENT OR ANY OTHER FINANCING DOCUMENT, THE COLLATERAL AGENT OR