LIABLE UNDER ACCOUNTS AND
CONTRACTS.
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EACH DEBTOR SHALL
REMAIN LIABLE UNDER EACH OF THE ACCOUNTS 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 TO
EACH SUCH ACCOUNT AND IN ACCORDANCE WITH AND PURSUANT TO THE TERMS AND
PROVISIONS OF EACH SUCH CONTRACT.
THE SECURED PARTY SHALL NOT HAVE ANY
OBLIGATION OR LIABILITY UNDER ANY ACCOUNT (OR ANY AGREEMENT GIVING RISE THERETO)
OR UNDER ANY CONTRACT BY REASON OF OR ARISING OUT OF THIS SECURITY AGREEMENT OR
THE RECEIPT BY THE SECURED PARTY OF ANY PAYMENT RELATING TO SUCH ACCOUNT OR
CONTRACT PURSUANT HERETO, NOR SHALL THE SECURED PARTY BE OBLIGATED IN ANY MANNER
TO PERFORM ANY OF THE OBLIGATIONS OF ANY DEBTOR UNDER OR PURSUANT TO ANY ACCOUNT
(OR ANY AGREEMENT GIVING RISE THERETO) OR UNDER OR PURSUANT TO ANY 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
UNDER ANY ACCOUNT (OR ANY AGREEMENT GIVING RISE THERETO) OR UNDER ANY CONTRACT,
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.
(B)
NOTICE TO ACCOUNT DEBTORS AND CONTRACTING
PARTIES.
UPON THE REQUEST OF THE SECURED PARTY AT ANY TIME AFTER THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH DEBTOR SHALL NOTIFY
ACCOUNT DEBTORS ON THE ACCOUNTS AND PARTIES TO THE CONTRACTS THAT THE ACCOUNTS
AND THE CONTRACTS HAVE BEEN ASSIGNED TO THE SECURED PARTY AND THAT PAYMENTS IN
RESPECT THEREOF SHALL BE MADE DIRECTLY TO THE SECURED PARTY.
THE SECURED PARTY
MAY IN ITS OWN NAME OR IN THE NAME OF OTHERS COMMUNICATE WITH ACCOUNT DEBTORS ON
THE ACCOUNTS AND PARTIES TO THE CONTRACTS TO VERIFY WITH THEM TO ITS
SATISFACTION THE EXISTENCE, AMOUNT AND TERMS OF ANY ACCOUNTS OR CONTRACTS.
(C)
ANALYSIS OF ACCOUNTS.
THE SECURED PARTY
SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE, TO MAKE TEST VERIFICATIONS OF THE
ACCOUNTS IN ANY MANNER AND THROUGH ANY MEDIUM THAT IT REASONABLY CONSIDERS
ADVISABLE, AND THE DEBTOR SHALL FURNISH ALL SUCH ASSISTANCE AND INFORMATION AS
THE SECURED PARTY MAY REASONABLY REQUIRE IN CONNECTION THEREWITH, PROVIDED THAT
THE MAKING OF THE FOREGOING TEST VERIFICATIONS SHALL BE AT THE EXPENSE OF THE
DEBTOR IF AND ONLY IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING.
AT ANY TIME UPON THE SECURED PARTY'S REQUEST AND AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, OR IN CONNECTION
WITH THE DEBTOR'S ANNUAL AUDIT, THE DEBTOR, AT ITS SOLE EXPENSE, SHALL CAUSE ITS
INDEPENDENT PUBLIC ACCOUNTANTS OR OTHERS SELECTED BY THE DEBTOR AND SATISFACTORY
TO THE SECURED PARTY TO FURNISH TO