HEREUNDER.
(B)
UPON THE WRITTEN REQUEST OF THE AGENT AT ANY TIME AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR SHALL
NOTIFY OBLIGORS ON THE RECEIVABLES AND PARTIES TO THE CONTRACTS THAT THE
RECEIVABLES AND THE CONTRACTS, AS THE CASE MAY BE, HAVE BEEN ASSIGNED TO THE
AGENT FOR THE RATABLE BENEFIT OF THE SECURED PARTIES AND THAT PAYMENTS IN
RESPECT THEREOF SHALL BE MADE DIRECTLY TO THE AGENT.
(C)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EACH GRANTOR
SHALL REMAIN LIABLE UNDER EACH OF THE RECEIVABLES AND CONTRACTS TO OBSERVE AND
PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT
THEREUNDER, ALL IN ACCORDANCE WITH THE TERMS OF ANY AGREEMENT GIVING RISE
THERETO.
NEITHER THE AGENT NOR ANY SECURED PARTY SHALL HAVE ANY OBLIGATION OR
LIABILITY UNDER ANY RECEIVABLE (OR ANY AGREEMENT GIVING RISE THERETO) OR
CONTRACT BY REASON OF OR ARISING OUT OF THIS AGREEMENT OR THE RECEIPT BY THE
AGENT OR ANY SECURED PARTY OF ANY PAYMENT RELATING THERETO, NOR SHALL THE AGENT
OR ANY SECURED PARTY BE OBLIGATED IN ANY MANNER TO PERFORM ANY OF THE
OBLIGATIONS OF ANY GRANTOR UNDER OR PURSUANT TO ANY RECEIVABLE (OR ANY AGREEMENT
GIVING RISE THERETO) OR CONTRACT, TO MAKE ANY PAYMENT, TO MAKE ANY INQUIRY AS TO
THE NATURE OR THE SUFFICIENCY OF ANY PAYMENT RECEIVED BY IT OR AS TO THE
SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY THEREUNDER, TO PRESENT OR FILE ANY
CLAIM, TO TAKE ANY ACTION TO ENFORCE ANY PERFORMANCE OR TO COLLECT THE PAYMENT
OF ANY AMOUNTS WHICH MAY HAVE BEEN ASSIGNED TO IT OR TO WHICH IT MAY BE ENTITLED
AT ANY TIME OR TIMES.
6.3
Proceeds to be Turned Over To Agent.
In addition to the rights of the Agent and the Secured Parties specified in
Section 6.1 with respect to payments of Receivables, if an Event of Default
shall occur and be continuing, upon written request from the Agent, all Proceeds
received by any Grantor consisting of cash, checks and other near-cash items
shall be held by such Grantor in trust for the Agent and the Secured Parties,
segregated from other funds of such Grantor, and shall, forthwith upon receipt
by such Grantor, be turned over to the Agent in the exact form received by such
Grantor (duly indorsed by such Grantor to the Agent, if requested).
All
Proceeds received by the Agent hereunder shall be held by the Agent in a
Collateral Account maintained under its sole dominion and control.
All such
Proceeds while held by the Agent in a Collateral Account (or by such Grantor in
trust for the Agent and the Secured Parties) shall continue to be held as
collateral security for all the Secured Obligations and shall not constitute
payment thereof until applied as provided in Section 6.4.
6.4
Application of Proceeds.
At such intervals as may be agreed upon by the Borrower and the Agent, or, if an
Event of Default shall have occurred and be continuing,