ONLY AS PROVIDED IN SECTION 6.5, AND (II) UNTIL SO TURNED
OVER, SHALL BE HELD BY SUCH GRANTOR IN TRUST FOR THE ADMINISTRATIVE AGENT AND
THE LENDERS, SEGREGATED FROM OTHER FUNDS OF SUCH GRANTOR. EACH SUCH DEPOSIT OF
PROCEEDS OF RECEIVABLES SHALL
15
BE ACCOMPANIED BY A REPORT IDENTIFYING IN REASONABLE DETAIL THE NATURE AND
SOURCE OF THE PAYMENTS INCLUDED IN THE DEPOSIT.
(C)
AT ANY TIME AND FROM TIME TO TIME AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT, AT THE ADMINISTRATIVE AGENT'S REQUEST,
EACH GRANTOR SHALL DELIVER TO THE ADMINISTRATIVE AGENT ALL ORIGINAL AND OTHER
DOCUMENTS EVIDENCING, AND RELATING TO, THE AGREEMENTS AND TRANSACTIONS WHICH
GAVE RISE TO THE RECEIVABLES, INCLUDING ALL ORIGINAL ORDERS, INVOICES AND
SHIPPING RECEIPTS.
6.2
COMMUNICATIONS WITH OBLIGORS; GRANTORS REMAIN LIABLE. (A) SUBJECT
TO APPLICABLE LAW REGARDING GOVERNMENTAL ACCOUNT DEBTORS, THE ADMINISTRATIVE
AGENT 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 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 IN RESPECT OF 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.
(D)
FOR THE PURPOSE OF ENABLING THE ADMINISTRATIVE AGENT TO EXERCISE
RIGHTS AND REMEDIES UNDER THIS AGREEMENT, EACH GRANTOR HEREBY GRANTS TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE
LENDERS, AN IRREVOCABLE, NONEXCLUSIVE LICENSE (EXERCISABLE WITHOUT PAYMENT OF