LONGER CONSTITUTING AN
ELIGIBLE ACCOUNT.
THE BORROWERS AND EACH BORROWING BASE GUARANTOR HEREBY AGREE
NOT TO GRANT TO ANY ACCOUNT DEBTOR ANY CREDIT, DISCOUNT, ALLOWANCE OR EXTENSION,
OR TO ENTER INTO ANY AGREEMENT FOR ANY OF THE FOREGOING, WITHOUT THE APPLICABLE
COLLATERAL AGENTS CONSENT, EXCEPT IN THE ORDINARY COURSE OF BUSINESS IN
ACCORDANCE WITH PRACTICES AND POLICIES PREVIOUSLY DISCLOSED IN WRITING TO THE
COLLATERAL AGENTS.
SO LONG AS NO EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS
CONTINUING, THE BORROWERS AND EACH BORROWING BASE GUARANTOR MAY SETTLE, ADJUST
OR COMPROMISE ANY CLAIM, OFFSET, COUNTERCLAIM OR DISPUTE WITH ANY ACCOUNT
DEBTOR.
AT ANY TIME THAT AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS
CONTINUING, THE APPLICABLE COLLATERAL AGENTS SHALL, AT THEIR OPTION,
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HAVE THE EXCLUSIVE RIGHT TO SETTLE, ADJUST OR COMPROMISE ANY CLAIM, OFFSET,
COUNTERCLAIM OR DISPUTE WITH ACCOUNT DEBTORS OF ANY LOAN PARTY OR GRANT ANY
CREDITS, DISCOUNTS OR ALLOWANCES.
(B)
WITH RESPECT TO EACH ACCOUNT:
(I) THE AMOUNTS SHOWN ON ANY
INVOICE DELIVERED TO COLLATERAL AGENTS OR SCHEDULE THEREOF DELIVERED TO
COLLATERAL AGENTS SHALL BE TRUE AND COMPLETE IN ALL MATERIAL RESPECTS, (II) NO
PAYMENTS SHALL BE MADE THEREON EXCEPT PAYMENTS IMMEDIATELY DELIVERED TO
COLLATERAL AGENTS PURSUANT TO THE TERMS OF THIS AGREEMENT OR ANY APPLICABLE
SECURITY DOCUMENT (TO THE EXTENT SO REQUIRED), (III) THERE SHALL BE NO SETOFFS,
DEDUCTIONS, CONTRAS, DEFENSES, COUNTERCLAIMS OR DISPUTES EXISTING OR ASSERTED
WITH RESPECT THERETO EXCEPT AS REPORTED TO COLLATERAL AGENTS AND PROMPTLY
REFLECTED IN THE REPORTING OF THE BORROWING BASE, IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT, AND (IV) NONE OF THE TRANSACTIONS GIVING RISE THERETO WILL
VIOLATE ANY APPLICABLE LAWS OR REGULATIONS, ALL DOCUMENTATION RELATING THERETO
WILL BE LEGALLY SUFFICIENT UNDER SUCH LAWS AND REGULATIONS AND ALL SUCH
DOCUMENTATION WILL BE LEGALLY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(C)
COLLATERAL AGENTS SHALL HAVE THE RIGHT AT ANY TIME OR TIMES, IN
COLLATERAL AGENTS' NAME OR IN THE NAME OF A NOMINEE OF A COLLATERAL AGENT, TO
VERIFY THE VALIDITY, AMOUNT OR ANY OTHER MATTER RELATING TO ANY ACCOUNT OR OTHER
COLLATERAL, BY MAIL, TELEPHONE, E-MAIL, FACSIMILE TRANSMISSION OR OTHERWISE.
TO
FACILITATE THE EXERCISE OF THE RIGHT DESCRIBED IN THE IMMEDIATELY PRECEDING
SENTENCE, THE BORROWERS HEREBY AGREES TO PROVIDE COLLATERAL AGENTS UPON REQUEST
THE NAME AND ADDRESS OF EACH ACCOUNT DEBTOR OF THE BORROWERS AND BORROWING BASE
GUARANTORS.
SECTION 9.02.
Accounts; Cash Management.
THE BORROWERS AND EACH GUARANTOR SHALL MAINTAIN A CASH MANAGEMENT SYSTEM WHICH
IS ACCEPTABLE TO THE ADMINISTRATIVE AGENTS AND THE APPLICABLE COLLATERAL AGENTS
(THE "CASH MANAGEMENT SYSTEM"), WHICH SHALL OPERATE AS FOLLOWS:
(A)
ALL FUNDS HELD BY BORROWERS OR ANY OTHER LOAN PARTY (OTHER THAN
FUNDS BEING COLLECTED PURSUANT TO THE PROVISIONS STATED BELOW) SHALL BE
DEPOSITED IN ONE OR MORE BANK ACCOUNTS OR SECURITIES INVESTMENT ACCOUNTS, IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO APPLICABLE COLLATERAL AGENTS
SUBJECT TO THE TERMS OF THE SECURITY AGREEMENT AND APPLICABLE CONTROL
AGREEMENTS.
(B)
THE BORROWERS SHALL ESTABLISH AND MAINTAIN, AT THEIR SOLE EXPENSE,
AND SHALL CAUSE