PARTY SHALL HAVE THE RIGHT
TO MAKE TEST VERIFICATIONS OF THE RECEIVABLES IN ANY MANNER AND THROUGH ANY
MEDIUM THAT IT REASONABLY CONSIDERS ADVISABLE, AND EACH GRANTOR SHALL FURNISH
ALL SUCH REASONABLE ASSISTANCE AND INFORMATION AS THE SECURED PARTY MAY REQUIRE
IN CONNECTION THEREWITH.
NOT MORE THAN ONCE PER CALENDAR YEAR (OR OTHERWISE
DURING THE OCCURRENCE OF AN EVENT OF DEFAULT), UPON THE SECURED PARTY'S REQUEST
AND AT THE EXPENSE OF THE GRANTORS, EACH GRANTOR SHALL CAUSE INDEPENDENT PUBLIC
ACCOUNTANTS OR OTHERS SATISFACTORY TO THE SECURED PARTY TO FURNISH TO THE
SECURED PARTY REPORTS SHOWING RECONCILIATIONS, AGING AND TEST VERIFICATIONS OF,
AND TRIAL BALANCES FOR, THE RECEIVABLES.
THE SECURED PARTY MAY IN ITS OWN NAME
OR IN THE NAME OF OTHERS COMMUNICATE WITH ACCOUNT DEBTORS ON THE RECEIVABLES TO
VERIFY WITH THEM TO ITS SATISFACTION THE EXISTENCE, AMOUNT AND TERMS OF ANY
RECEIVABLES.
(D)
COLLECTIONS ON RECEIVABLES.
EXCEPT AS PROVIDED IN CLAUSE (E) OF
THIS SECTION 3, THE SECURED PARTY HEREBY AUTHORIZES EACH GRANTOR TO COLLECT THE
RECEIVABLES.
IF REQUIRED BY THE SECURED PARTY AT ANY TIME WHEN AN EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, ANY PAYMENTS OF RECEIVABLES, WHEN
COLLECTED BY ANY GRANTOR, SHALL BE FORTHWITH (AND, IN ANY EVENT, WITHIN TWO
BUSINESS
4
DAYS) DEPOSITED BY SUCH GRANTOR IN THE EXACT FORM RECEIVED, DULY ENDORSED BY
SUCH GRANTOR TO THE SECURED PARTY IF REQUIRED, IN A SPECIAL COLLATERAL ACCOUNT
MAINTAINED BY THE SECURED PARTY, SUBJECT TO WITHDRAWAL BY THE SECURED PARTY
ONLY, AS HEREINAFTER PROVIDED, AND, UNTIL SO TURNED OVER, SHALL BE HELD BY SUCH
GRANTOR IN TRUST FOR THE SECURED PARTY, SEGREGATED FROM OTHER FUNDS OF THE
GRANTORS.
UPON REQUEST, EACH GRANTOR SHALL PROVIDE A REPORT IDENTIFYING IN
REASONABLE DETAIL EACH DEPOSIT OF ANY SUCH PROCEEDS, INCLUDING THE NATURE AND
SOURCE OF THE PAYMENTS INCLUDED IN THE DEPOSIT.
ALL PROCEEDS CONSTITUTING
COLLECTIONS OF RECEIVABLES WHILE HELD BY THE SECURED PARTY (OR BY ANY GRANTOR IN
TRUST FOR THE SECURED PARTY) SHALL CONTINUE TO BE COLLATERAL SECURITY FOR ALL OF
THE OBLIGATIONS AND SHALL NOT CONSTITUTE PAYMENT THEREOF UNTIL APPLIED AS
HEREINAFTER PROVIDED.
AT SUCH INTERVALS AS MAY BE AGREED UPON BY THE GRANTORS
AND THE SECURED PARTY, OR, IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, AT ANY TIME AT THE SECURED PARTY'S ELECTION, THE SECURED PARTY SHALL
APPLY ALL OR ANY PART OF THE FUNDS ON DEPOSIT IN SAID COLLATERAL ACCOUNT ON
ACCOUNT OF THE OBLIGATIONS IN SUCH ORDER AS THE SECURED PARTY MAY ELECT, AND ANY
PART OF SUCH FUNDS WHICH THE SECURED PARTY ELECTS NOT SO TO APPLY AND DEEMS NOT
REQUIRED AS COLLATERAL SECURITY FOR THE OBLIGATIONS SHALL BE PAID OVER FROM TIME
TO TIME BY THE SECURED PARTY TO THE GRANTORS OR TO WHOMSOEVER MAY BE LAWFULLY
ENTITLED TO RECEIVE THE SAME.
AT THE SECURED PARTY'S REQUEST, EACH GRANTOR
SHALL DELIVER TO THE SECURED PARTY ALL ORIGINAL AND OTHER DOCUMENTS EVIDENCING,
AND RELATING TO, THE AGREEMENTS AND TRANSACTIONS WHICH GAVE RISE TO THE
RECEIVABLES, INCLUDING,