THE EXISTENCE, AMOUNT AND TERMS OF ANY RECEIVABLES OR CONTRACTS.
THE AGENT SHALL ENDEAVOR TO PROVIDE THE ISSUER WITH NOTICE AT OR ABOUT THE TIME
OF THE EXERCISE OF ITS RIGHTS PURSUANT TO THE PRECEDING SENTENCE, PROVIDED THAT
THE FAILURE TO PROVIDE SUCH NOTICE SHALL NOT IN ANY WAY COMPROMISE OR ADVERSELY
AFFECT THE EXERCISE OF ANY RIGHTS OR REMEDIES HEREUNDER.
(B)
SUBJECT TO THE INTERCREDITOR AGREEMENT, 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, and subject to the
Intercreditor Agreement, 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 Perfection 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 Perfection Agent in the exact form received by
such Grantor (duly indorsed by such Grantor to the Perfection Agent, if
requested).
All Proceeds received by the Perfection Agent hereunder shall be
held by the Perfection Agent in a Collateral Account maintained under its sole
dominion and control.
All such Proceeds while held