CONTRACTS AND EACH OF ITS LICENSES TO OBSERVE AND PERFORM ALL THE CONDITIONS AND
OBLIGATIONS TO BE OBSERVED AND PERFORMED BY IT THEREUNDER. NEITHER AGENT NOR ANY
LENDER SHALL HAVE ANY OBLIGATION OR LIABILITY UNDER ANY CONTRACT OR LICENSE BY
REASON OF OR ARISING OUT OF THIS SECURITY AGREEMENT OR THE GRANTING HEREIN OF A
LIEN THEREON OR THE RECEIPT BY AGENT OR ANY LENDER OF ANY PAYMENT RELATING TO
ANY CONTRACT OR LICENSE PURSUANT HERETO. NEITHER AGENT NOR ANY LENDER SHALL BE
REQUIRED OR OBLIGATED IN ANY MANNER TO PERFORM OR FULFILL ANY OF THE OBLIGATIONS
OF ANY GRANTOR UNDER OR PURSUANT TO ANY CONTRACT OR LICENSE, OR TO MAKE ANY
PAYMENT, OR TO MAKE ANY INQUIRY AS TO THE NATURE OR THE SUFFICIENCY OF ANY
PAYMENT
7
RECEIVED BY IT OR THE SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY UNDER ANY
CONTRACT OR LICENSE, OR TO PRESENT OR FILE ANY CLAIMS, OR TO TAKE ANY ACTION TO
COLLECT OR ENFORCE ANY PERFORMANCE OR 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)
AGENT MAY AT ANY TIME AFTER AN EVENT OF DEFAULT HAS OCCURRED AND
BE CONTINUING (OR IF ANY RIGHTS OF SET-OFF (OTHER THAN SET-OFFS AGAINST AN
ACCOUNT ARISING UNDER THE CONTRACT GIVING RISE TO THE SAME ACCOUNT) OR CONTRA
ACCOUNTS MAY BE ASSERTED WITH RESPECT TO THE FOLLOWING), WITHOUT PRIOR NOTICE TO
ANY GRANTOR, NOTIFY ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED ON THE
COLLATERAL THAT AGENT HAS A SECURITY INTEREST THEREIN, AND THAT PAYMENTS SHALL
BE MADE DIRECTLY TO AGENT. UPON THE REQUEST OF AGENT, EACH GRANTOR SHALL SO
NOTIFY ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED ON COLLATERAL. ONCE ANY SUCH
NOTICE HAS BEEN GIVEN TO ANY ACCOUNT DEBTOR OR OTHER PERSON OBLIGATED ON THE
COLLATERAL, THE AFFECTED GRANTOR SHALL NOT GIVE ANY CONTRARY INSTRUCTIONS TO
SUCH ACCOUNT DEBTOR OR OTHER PERSON WITHOUT AGENT'S PRIOR WRITTEN CONSENT.
(C)
AGENT MAY AT ANY TIME IN AGENT'S OWN NAME, IN THE NAME OF A
NOMINEE OF AGENT OR IN THE NAME OF ANY GRANTOR COMMUNICATE (BY MAIL, TELEPHONE,
FACSIMILE OR OTHERWISE) WITH ACCOUNT DEBTORS, PARTIES TO CONTRACTS AND OBLIGORS
IN RESPECT OF INSTRUMENTS TO VERIFY WITH SUCH PERSONS, TO AGENT'S SATISFACTION,
THE EXISTENCE, AMOUNT TERMS OF, AND ANY OTHER MATTER RELATING TO, ACCOUNTS,
PAYMENT INTANGIBLES, INSTRUMENTS OR CHATTEL PAPER. IF A DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, EACH GRANTOR, AT ITS OWN EXPENSE,
SHALL CAUSE THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS THEN ENGAGED BY SUCH
GRANTOR TO PREPARE AND DELIVER TO AGENT AND EACH LENDER AT ANY TIME AND FROM
TIME TO TIME PROMPTLY UPON AGENT'S REQUEST THE FOLLOWING REPORTS WITH RESPECT TO
EACH GRANTOR: (I) A RECONCILIATION OF ALL ACCOUNTS; (II) AN AGING OF ALL
ACCOUNTS; (III) TRIAL BALANCES; AND (IV) A TEST VERIFICATION OF SUCH ACCOUNTS AS
AGENT MAY REQUEST. EACH GRANTOR, AT ITS OWN EXPENSE, SHALL DELIVER TO AGENT THE
RESULTS OF EACH PHYSICAL