IN ITS OWN NAME OR IN THE NAME OF OTHERS
MAY AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, AFTER GIVING REASONABLE NOTICE TO THE RELEVANT GRANTOR OF ITS INTENT TO
DO SO, COMMUNICATE WITH OBLIGORS UNDER THE ACCOUNTS TO VERIFY WITH THEM TO THE
ADMINISTRATIVE AGENT'S SATISFACTION THE EXISTENCE, AMOUNT AND TERMS OF ANY
ACCOUNTS.
THE ADMINISTRATIVE AGENT SHALL HAVE THE ABSOLUTE RIGHT TO SHARE ANY
INFORMATION IT GAINS FROM SUCH INSPECTION OR VERIFICATION WITH ANY SECURED
PARTY.
(B)
UPON THE WRITTEN REQUEST OF THE
ADMINISTRATIVE AGENT AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, EACH GRANTOR SHALL NOTIFY OBLIGORS ON THE ACCOUNTS THAT
THE ACCOUNTS HAVE BEEN ASSIGNED TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF
THE SECURED PARTIES AND THAT PAYMENTS IN RESPECT THEREOF SHALL BE MADE DIRECTLY
TO THE ADMINISTRATIVE AGENT.
(C)
ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING, EACH GRANTOR SHALL REMAIN LIABLE UNDER EACH OF THE ACCOUNTS 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 ADMINISTRATIVE AGENT NOR ANY SECURED PARTY
SHALL HAVE ANY OBLIGATION OR LIABILITY UNDER ANY ACCOUNT (OR ANY AGREEMENT
GIVING RISE THERETO) BY REASON OF OR ARISING OUT OF THIS SECURITY AGREEMENT OR
THE RECEIPT BY THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY OF ANY PAYMENT
RELATING THERETO, NOR SHALL THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY BE
OBLIGATED IN ANY MANNER TO PERFORM ANY OF THE OBLIGATIONS OF ANY GRANTOR UNDER
OR PURSUANT TO ANY ACCOUNT (OR ANY AGREEMENT GIVING RISE THERETO), TO MAKE ANY
PAYMENT, TO MAKE ANY INQUIRY
12
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.
5.3.
PROCEEDS TO BE TURNED OVER TO ADMINISTRATIVE
AGENT.
IN ADDITION TO THE RIGHTS OF THE ADMINISTRATIVE AGENT AND THE SECURED
PARTIES SPECIFIED IN SUBSECTION 5.1 WITH RESPECT TO PAYMENTS OF ACCOUNTS, IF AN
EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING AND THE ADMINISTRATIVE AGENT SO
REQUIRES BY NOTICE IN WRITING TO THE RELEVANT GRANTOR (IT BEING UNDERSTOOD THAT
THE EXERCISE OF REMEDIES BY THE SECURED PARTIES IN CONNECTION WITH AN EVENT OF
DEFAULT UNDER SECTION 11.5 OF THE CREDIT AGREEMENT SHALL BE DEEMED TO CONSTITUTE
A REQUEST BY THE ADMINISTRATIVE AGENT FOR THE PURPOSES OF THIS SENTENCE AND IN
SUCH CIRCUMSTANCES, NO SUCH WRITTEN NOTICE SHALL BE REQUIRED), 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 ADMINISTRATIVE AGENT AND THE
SECURED PARTIES, SEGREGATED FROM OTHER FUNDS OF