COLLATERAL; (D) TO SEND VERIFICATIONS OF ACCOUNTS
RECEIVABLE 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 MAKE, SETTLE AND ADJUST CLAIMS IN RESPECT OF
ARTICLE 9 COLLATERAL UNDER POLICIES OF INSURANCE AND TO ENDORSE THE NAME OF SUCH
GRANTOR ON ANY CHECK, DRAFT, INSTRUMENT OR ANY OTHER ITEM OF PAYMENT FOR THE
PROCEEDS OF SUCH POLICIES OF INSURANCE AND FOR MAKING ALL DETERMINATIONS AND
DECISIONS WITH RESPECT THERETO; (H) TO NOTIFY, OR TO REQUIRE ANY GRANTOR TO
NOTIFY, ACCOUNT DEBTORS TO MAKE PAYMENT DIRECTLY TO THE ADMINISTRATIVE AGENT;
AND (I) 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 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
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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 OR WILFUL
MISCONDUCT.
SECTION 7.16. RECOURSE.
THIS AGREEMENT IS MADE WITH FULL RECOURSE TO EACH LOAN
PARTY AND PURSUANT TO AND UPON ALL THE WARRANTIES, REPRESENTATIONS, COVENANTS
AND AGREEMENTS ON THE PART OF SUCH LOAN PARTY CONTAINED HEREIN, IN THE LOAN
DOCUMENTS, QUALIFIED HEDGING AGREEMENTS OR QUALIFIED SECURED CASH MANAGEMENT
AGREEMENTS AND OTHERWISE IN WRITING IN CONNECTION HEREWITH OR THEREWITH.
SECTION 7.17. INTERCREDITOR AGREEMENT; POSSESSION AND CONTROL OF REVOLVING
FACILITY COLLATERAL.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS
GRANTED TO THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT AND THE EXERCISE OF THE
RIGHTS AND REMEDIES OF 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 AND CONTROL.
AT ANY TIME PRIOR TO THE
DISCHARGE OF REVOLVING CREDIT OBLIGATIONS, NO GRANTOR SHALL BE