and at the
expense of the relevant Pledgor, such Pledgor shall cause independent public
accountants or others satisfactory to the Collateral Agent to furnish to the
Collateral Agent reports showing reconciliations, aging and test verifications
of, and trial balances for, the Receivables.
(B)
THE COLLATERAL AGENT HEREBY AUTHORIZES EACH PLEDGOR TO COLLECT
SUCH PLEDGOR'S RECEIVABLES, AND THE COLLATERAL AGENT MAY CURTAIL OR TERMINATE
SAID AUTHORITY AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT. IF REQUIRED BY THE COLLATERAL AGENT AT ANY TIME AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, ANY PAYMENTS OF
RECEIVABLES, WHEN COLLECTED BY
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ANY PLEDGOR, (I) SHALL BE IMMEDIATELY (AND, IN ANY EVENT, WITHIN TWO BUSINESS
DAYS) DEPOSITED BY SUCH PLEDGOR IN THE EXACT FORM RECEIVED, DULY INDORSED BY
SUCH PLEDGOR TO THE COLLATERAL AGENT IF REQUIRED, IN A COLLATERAL ACCOUNT
MAINTAINED UNDER THE SOLE DOMINION AND CONTROL OF THE COLLATERAL AGENT, SUBJECT
TO WITHDRAWAL BY THE COLLATERAL AGENT ONLY AS PROVIDED IN SECTION 6.5, AND
(II) UNTIL SO TURNED OVER, SHALL BE HELD BY SUCH PLEDGOR IN TRUST FOR THE
COLLATERAL AGENT AND THE OTHER SECURED PARTIES, SEGREGATED FROM OTHER FUNDS OF
SUCH PLEDGOR. EACH SUCH DEPOSIT OF PAYMENTS OF RECEIVABLES SHALL BE ACCOMPANIED
BY A REPORT IDENTIFYING IN REASONABLE DETAIL THE NATURE AND SOURCE OF THE
PAYMENTS INCLUDED IN THE DEPOSIT.
(C)
AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, AT THE COLLATERAL AGENT'S REQUEST, EACH PLEDGOR SHALL DELIVER TO THE
COLLATERAL 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; Pledgors Remain Liable. (a)
The
Collateral 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 or other contracts to verify
with them to the Collateral Agent's satisfaction the existence, amount and terms
of any Receivables or other contracts.
(B)
UPON THE REQUEST OF THE COLLATERAL AGENT AT ANY TIME AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH PLEDGOR SHALL
NOTIFY OBLIGORS ON THE RECEIVABLES OR OTHER CONTRACTS THAT THE RECEIVABLES OR
OTHER CONTRACTS HAVE BEEN ASSIGNED TO THE COLLATERAL AGENT AND THAT PAYMENTS IN
RESPECT THEREOF SHALL BE MADE DIRECTLY TO THE COLLATERAL AGENT.
(C)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EACH PLEDGOR
SHALL REMAIN LIABLE UNDER EACH OF THE RECEIVABLES AND ALL OTHER CONTRACTS
INCLUDED IN THE COLLATERAL 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. THE COLLATERAL AGENT AND
THE OTHER SECURED PARTIES SHALL NOT HAVE ANY OBLIGATION OR LIABILITY UNDER ANY
RECEIVABLE (OR ANY AGREEMENT GIVING RISE THERETO) OR OTHER CONTRACTS BY REASON
OF OR ARISING OUT OF THIS AGREEMENT