THE AGREEMENTS AND TRANSACTIONS WHICH GAVE RISE TO THE
RECEIVABLES, INCLUDING, WITHOUT LIMITATION, ALL ORIGINAL ORDERS, INVOICES AND
SHIPPING RECEIPTS.
6.2
COMMUNICATIONS WITH OBLIGORS; GRANTORS REMAIN LIABLE.
(A)
THE
ADMINISTRATIVE AGENT IN ITS OWN NAME OR IN THE NAME OF OTHERS MAY AT ANY TIME
AFTER THE OCCURRENCE AND DURING THE CON-
17
TINUANCE OF AN EVENT OF DEFAULT COMMUNICATE WITH OBLIGORS UNDER THE RECEIVABLES
TO VERIFY WITH THEM TO THE ADMINISTRATIVE AGENT'S SATISFACTION THE EXISTENCE,
AMOUNT AND TERMS OF ANY RECEIVABLES.
(B)
UPON THE 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 RECEIVABLES THAT THE RECEIVABLES HAVE BEEN ASSIGNED TO
THE ADMINISTRATIVE AGENT FOR THE RATABLE BENEFIT OF THE LENDERS 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 RECEIVABLES 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 LENDER SHALL HAVE ANY OBLIGATION OR LIABILITY UNDER
ANY RECEIVABLE (OR ANY AGREEMENT GIVING RISE THERETO) BY REASON OF OR ARISING
OUT OF THIS AGREEMENT OR THE RECEIPT BY THE ADMINISTRATIVE AGENT OR ANY LENDER
OF ANY PAYMENT RELATING THERETO, NOR SHALL THE ADMINISTRATIVE AGENT OR ANY
LENDER 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), 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
PLEDGED STOCK.
(A)
UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING AND THE ADMINISTRATIVE AGENT SHALL HAVE GIVEN NOTICE TO THE
RELEVANT GRANTOR OF THE ADMINISTRATIVE AGENT'S INTENT TO EXERCISE ITS
CORRESPONDING RIGHTS PURSUANT TO SECTION 6.3(B), EACH GRANTOR SHALL BE PERMITTED
TO RECEIVE ALL CASH DIVIDENDS PAID IN RESPECT OF THE PLEDGED STOCK AND ALL
PAYMENTS MADE IN RESPECT OF THE PLEDGED NOTES, IN EACH CASE PAID IN THE NORMAL
COURSE OF BUSINESS OF THE RELEVANT ISSUER AND CONSISTENT WITH PAST PRACTICE, TO
THE EXTENT PERMITTED IN THE CREDIT AGREEMENT, AND TO EXERCISE ALL VOTING AND
CORPORATE RIGHTS WITH RESPECT TO THE INVESTMENT PROPERTY; PROVIDED, HOWEVER,
THAT NO VOTE SHALL BE CAST OR CORPORATE RIGHT EXERCISED OR OTHER ACTION TAKEN
WHICH WOULD MATERIALLY IMPAIR THE COLLATERAL OR WHICH WOULD BE INCONSISTENT WITH
OR RESULT IN ANY VIOLATION OF ANY PROVISION OF THE CREDIT AGREEMENT, THIS
AGREEMENT OR ANY OTHER LOAN