Common use of AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS Clause in Contracts

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor that, anything herein to the contrary notwithstanding, Grantor shall remain liable under each of its contractual obligations and each of its licenses to observe and perform all of 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 contractual obligation 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 contractual obligation 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 Grantor under or pursuant to any contractual obligation or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation 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 is continuing without prior notice to 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, following the occurrence and during the continuation of an Event of Default, 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) So long as an Event of Default has occurred and continuing, Agent may at any time in Agent’s own name, in the name of a nominee of Agent or in the name of 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, Instruments, Chattel Paper and/or payment intangibles. So long as an Event of Default has occurred and is continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by 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 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. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor Grantors that, anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations Contracts and each of its licenses Licenses to observe and perform all of 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 contractual obligation Contract or license License by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation Contract or license 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 contractual obligation Contract or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation Contract or licenseLicense, 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 is 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, following the occurrence and during the continuation of an Event of Default, 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) So long as an Event of Default has occurred and continuing, 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 Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount, amount terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles, Instruments or Chattel Paper. So long as an If a Default or Event of Default has shall have occurred and is 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 verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor that, anything herein to the contrary notwithstanding, Grantor shall remain liable under each of its contractual obligations Contracts and each of its licenses Licenses to observe and perform all of 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 contractual obligation Contract or license License by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation Contract or license 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 Grantor under or pursuant to any contractual obligation Contract or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation Contract or licenseLicense, 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 shall have occurred and is continuing be continuing, without prior notice to Grantor, notify Account Debtors Debtors, parties to the Contracts and other Persons obligated on obligors in respect of Instruments and Chattel Paper, that the Collateral that Agent has a security Accounts and the right, title and interest thereinof Grantor in and under such Contracts, Instruments and Chattel Paper have been assigned to Agent, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, following the occurrence and during the continuation of an Event of Default, Grantor shall so notify Account Debtors Debtors, parties to Contracts 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 consentobligors in respect of Instruments and Chattel Paper. (c) So long as an Event of Default has occurred and continuing, Agent may at any time in Agent’s 's own name, in the name of a nominee of Agent or in the name of Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to contracts Contracts, obligors in respect of Instruments and obligors in respect of Instruments Chattel Paper to verify with such Persons, to Agent’s 's satisfaction, the existence, amount, amount and terms of, and of any other matter relating to, such Accounts, InstrumentsContracts, Instruments or Chattel Paper and/or payment intangiblesPaper. So long as If an Event of Default has shall have occurred and is be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s 's request the following reports with respect to 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. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) 3.1 It is expressly agreed by Grantor that, anything herein to the contrary notwithstanding, Grantor shall remain liable under each of its contractual obligations Contracts and each of its licenses Licenses to observe and perform all of 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 contractual obligation Contract or license License by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation Contract or license 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 Grantor under or pursuant to any contractual obligation Contract or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation Contract or licenseLicense, 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) 3.2 Agent may at any time after an Event of Default has occurred and is 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 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, for itself and the benefit of Lenders. Upon In such event and upon the request of Agent, following the occurrence and during the continuation of an Event of Default, 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) So long as an Event of Default has occurred and continuing, 3.3 Agent may at any time in Agent’s own name, in the name of a nominee of Agent or in the name of Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to contracts 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, Instruments, Chattel Paper and/or payment intangibles, Instruments or Chattel Paper. So long as an If a Default or Event of Default has shall have occurred and is be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by 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 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. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by each Grantor that, anything herein or in any other Loan Document to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations and each of its licenses respective Contractual Obligations, including all Licenses, to observe and perform all of the conditions and obligations to be observed and performed by it thereunder. Neither Agent nor any Lender shall have any obligation or liability (other than as a result of Agent's or any Lender's own gross negligence or willful misconduct) under any contractual obligation or license Contractual Obligation by reason of or arising out of this Security Agreement or any other Loan Document or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation or license Contractual Obligation 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 contractual obligation or licenseContractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation or licenseContractual Obligation, 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 At any time after an Event of Default has occurred and is continuing without prior continuing, upon notice to the Grantors, Agent may notify each Grantor, notify 's Account Debtors and all other Persons obligated on any of the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent. Upon , for itself and the benefit of Lenders, and upon the request of Agent, following the occurrence and during the continuation of an Event of Default, each Grantor shall so notify its Account Debtors and other Persons obligated on the Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the CollateralCollateral and so long as an Event of Default is continuing, none of the affected Grantor Grantors shall not give any contrary instructions to such Account Debtor or other Person without Agent’s 's prior written consent, which shall not be unreasonably withheld. (c) So long as an Upon the prior consent of Grantor, which consent shall not be unreasonably withheld, or without such consent after the occurrence and during the continuance of a Default or Event of Default has occurred and continuingDefault, Agent may at any time in Agent’s '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 Contractual Obligations and obligors in respect of Instruments to verify with such Persons, to Agent’s 's satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles. So long as an If a Default or Event of Default has shall have occurred and is be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by 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 Grantor: engaged (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 reasonably request. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor Grantors that, anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations and each of its licenses Related Contracts to observe and perform all of 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 contractual obligation or license Related Contract by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation or license Related Contract 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 contractual obligation or licenseRelated Contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation or licenseRelated Contract, 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 may, at any time after an Event of Default has shall have occurred and is continuing be continuing, without prior notice to any Grantor, notify Account Debtors Debtors, parties to the Related Contracts and any other Persons obligated on obligors in respect of the Collateral Receivables, that Agent has a security the Receivables and the right, title and interest thereinof any Grantor in and under such Related Contracts have been assigned to Agent, and that payments shall be made directly to Agent. Upon the request of Agent, following the occurrence and during the continuation of an Event of Default, each Grantor shall so notify Account Debtors Debtors, parties to Related Contracts and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on obligors in respect of the Collateral, the affected Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consentReceivables. (c) So long as an Event of Default has occurred and continuing, Agent may at any time in Agent’s '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, Debtors and other parties to contracts Receivables and obligors in respect of Instruments Related Contracts to verify with such Persons, to Agent’s 's satisfaction, the existence, amount, amount terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangiblesany such Receivables or Related Contracts. So long as If an Event of Default has shall have occurred and is 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 's request the following reports with respect to each Grantor: (i) a reconciliation of all AccountsReceivables; (ii) an aging of all AccountsReceivables; (iii) trial balances; and (iv) a test verification of such Accounts Receivables as Agent may request. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor that, anything herein or in any other Loan Document to the contrary notwithstanding, Grantor shall remain liable under each of its contractual obligations and each of its licenses Contractual Obligations, including all Licenses, to observe and perform all of 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 contractual obligation or license Contractual Obligation by reason of or arising out of this Security Agreement or any other Loan Document or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation or license Contractual Obligation pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of Grantor under or pursuant to any contractual obligation or licenseContractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation or licenseContractual Obligation, 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. Neither Agent nor any Lender shall have any liability in contract or tort for Grantor’s act or omissions. (b) Agent may at At any time after an Event of Default has occurred and is continuing without with one (1) Business Day’s prior notice to Grantor, Agent may (i) notify Account Debtors and other Persons obligated on any of the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, following the occurrence and during the continuation of an Event of Default, 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, (ii) exercise the rights of Grantor with respect to the obligation of the Account Debtor to make payment or otherwise render performance to Grantor and with respect to any property that secures the obligations of the Account Debtor or any other Person obligated on the Collateral; and (iii) adjust, settle or compromise the amount or payment of such Accounts. After the occurrence and during the continuance of an Event of Default (i) all amounts and Proceeds received by Grantor with respect to the Accounts shall be received in trust for the benefit of Agent (on behalf of Lenders), shall be segregated from other funds of Grantor and shall be forthwith paid over to Agent in the same form as so received (with any necessary endorsement) to be held in the Deposit Account pursuant to Section 6 or applied pursuant to the relevant provisions of the Credit Agreement. Grantor shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any customer or obligor thereof, or allow any credit or discount thereon (other than adjustments, credits, discounts, and other non-material compromises, in each case, in the ordinary course of business and in amounts which are not material to Grantor) without the prior consent of Agent. (c) So long as an Event of Default has occurred and continuing, Agent may at any time time, in Agent’s reasonable discretion, in Agent’s own name, in the name of a nominee of Agent or in the name of Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to contracts Contractual Obligations 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, Instruments, Chattel Paper and/or payment intangibles. So long as an If a Default or Event of Default has shall have occurred and is be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by 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 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. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor Grantors that, anything herein or in any other Loan Document to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations and each of its licenses Contractual Obligations, including all Licenses, to observe and perform all of 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 contractual obligation or license Contractual Obligation by reason of or arising out of this Security Agreement or any other Loan Document or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation or license Contractual Obligation 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 contractual obligation or licenseContractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation or licenseContractual Obligation, 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 At any time after an Event of Default has occurred and is continuing continuing, without prior notice to Grantor, Agent may notify Account Debtors and other Persons obligated on any of the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, following the occurrence and during the continuation of an Event of Default, 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 each Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (c) So long as an Event of Default has occurred and continuing, 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 Contractual Obligations 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, Instruments, Chattel Paper and/or payment intangibles. So long as an If a Default or Event of Default has shall have occurred and is 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 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 verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, such Grantor shall remain liable under each of its contractual obligations any and each of its licenses all Contracts and Licenses to which it is a party to observe and perform all of 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 contractual obligation such Contract or license License by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation such Contract or license 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 contractual obligation such Contract or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation such Contract or licenseLicense, 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 that may have been assigned to it or to which it may be entitled at any time or times. (b) Agent may may, at any time after an Event of Default has shall have occurred and is continuing be continuing, without prior notice to any Grantor, notify Account Debtors obligated under Accounts of any Grantor and other Persons obligated on the Collateral that Agent has a security interest thereinLien thereon and that payments thereunder shall be made directly to Agent, for the benefit of Agent and Lenders, while such Event of Default is continuing. Furthermore, if Agent determines that Account Debtor's contra accounts or set off rights may cause Borrowing Availability to be less than zero, Agent may notify Account Debtors that Agent has a Lien thereon, and that payments shall be made directly to Agent, for the benefit of Agent and Lenders. Upon the request of Agent, following the occurrence and during the continuation of Agent after an Event of DefaultDefault has occurred and is continuing, each Grantor shall so notify any such Account Debtors and Debtor or other Persons obligated on the Collateral. Once , and once any such notice has been given to by any Account Debtor or other Person obligated on the CollateralGrantor, the affected no Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s 's prior written consent. (c) So long as an Event of Default has occurred and continuingAgent may, Agent may at any time time, in Agent’s 's own name, in the name of a nominee of Agent Agent, in the name of any Grantor or in the name of Grantor a nominee of any Grantor, communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to contracts Debtors obligated under Accounts of such Grantor and obligors in respect of Instruments other Persons obligated on Collateral to verify with such Persons, to Agent’s 's satisfaction, the existence, amount, amount and terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangiblesany such Accounts or other Collateral. So long as an If a Default or Event of Default has shall have occurred and is 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 '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 upon request the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. (d) If, notwithstanding the giving of any notice hereunder directing that payments be made directly to Agent, any Account Debtor of such Grantor or any other Person obligated on Collateral shall make payments to such Grantor, such Grantor shall hold all such payments it receives in trust for Agent, for the benefit of Agent and Lenders, without commingling the same with other funds or property of, or held by, such Grantor and shall deliver the same to Agent in the manner set forth in Annex C to the Credit Agreement, in the identical form received, together with any necessary endorsements. (e) Agent may, at any time after an Event of Default shall have occurred and be continuing, without prior notice to any Grantor and without demand or other process, and without payment of any rent or any other charge, (i) enter the premises of any Grantor and, without breach of the peace, until Agent completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any Grantor's Equipment for the purpose of collecting any of the Collateral and (ii) exercise any and all of its rights under any and all of the Collateral Documents.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor Grantors that, anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations contracts and each of its licenses Licenses constituting Collateral to observe and perform all of 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 contractual obligation such contract or license License by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation contract or license 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 contractual obligation such contract or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation such contract or licenseLicense, 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 is continuing without prior continuing, with notice to GrantorBorrower Representative provided concurrently or reasonably promptly thereafter (provided in no event shall such notice be a condition to Agent’s ability to exercise any such right or limit or nullify any such action taken by Agent in accordance with the following), 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, following the occurrence and during the continuation of an Event of Default, 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, so long as an Event of Default shall be continuing, the affected Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (c) So long as Agent may (i) at any time after an Event of Default has occurred and is continuing, 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 or (ii) at any time, by engaging and in the name of an independent accounting firm (at Grantor’s expense), and, in each of the foregoing cases, with notice to Borrower Representative provided concurrently or reasonably promptly thereafter (provided in no event shall such notice be a condition to Agent’s ability to exercise any such right or limit or nullify any such action taken by Agent in accordance with the following), 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, to Accounts, Instruments, Chattel Paper and/or payment intangibles. So long as To the extent that an Event of Default has shall have occurred and is be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by 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 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 verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by each Grantor that, anything herein or in any other Loan Document to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations and each of its licenses respective Contractual Obligations, including all Licenses, to observe and perform all of 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 contractual obligation or license Contractual Obligation by reason of or arising out of this Security Agreement or any other Loan Document or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation or license Contractual Obligation 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 contractual obligation or licenseContractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation or licenseContractual Obligation, 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 is 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 each Grantor’s Account Debtors and all other Persons obligated on any of the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, following the occurrence and during the continuation of an Event of Default, each Grantor shall so notify its Account Debtors and other Persons obligated on the Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, none of the affected Grantor Grantors shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (c) So long as an Event of Default has occurred and continuing, 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 Contractual Obligations 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, Instruments, Chattel Paper and/or payment intangibles. So long as an ; provided, that if no Event of Default has occurred and is continuing, Agent shall only use a nominee name for such communication. If an 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 such 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 verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor that, anything herein to the contrary notwithstanding, Grantor shall remain liable under each of its contractual obligations contracts and each of its licenses to observe and perform all of 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 contractual obligation contract or license by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation 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 Grantor under or pursuant to any contractual obligation contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation 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 If an Event of Default has occurred and is continuing continuing, Agent may, without prior notice to Grantor, notify Account Debtors and other Persons obligated on the Collateral that Agent has a security interest Lien therein, and that payments shall be made directly to Agent. Upon the request of Agent, following the occurrence and during the continuation of an Event of Default, Grantor shall so notify Account Debtors and other Persons obligated on the 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) So long as an Event of Default has occurred and continuing, Agent may at any time in Agent’s own name, in the name of a nominee of Agent Agent, or in the name of Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to contracts and obligors in respect of Instruments instruments to verify with such Personspersons, to Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles. So long as an Event , instruments, or chattel paper. (d) The rights, title, and interest of Default has occurred Grantor in any Equity Interests may also be encumbered and is continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver pledged to Agent for the benefit of Agent and each Lender at any time the Lenders, pursuant to a separate Pledge Agreement made by Grantor. All rights and from time to time promptly upon Agent’s request the following reports remedies set forth in such Pledge Agreement shall be cumulative with respect to Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; rights and (iv) a test verification of such Accounts as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventoryremedies available under this Security Agreement.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by each Grantor that, anything herein or in any other Loan Document to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations and each of its licenses respective Contractual Obligations, including all Licenses, to observe and perform comply with all of the conditions and its obligations to be observed and performed complied with by it thereunderthereunder other than those conditions and obligations the noncompliance with which could not reasonably be expected to have a Material Adverse Effect. Neither Agent nor any Lender shall have any obligation or liability under any contractual obligation or license Contractual Obligation by reason of or arising out of this Security Agreement or any other Loan Document or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation or license Contractual Obligation 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 contractual obligation or licenseContractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation or licenseContractual Obligation, 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 At any time after an Event of Default has occurred and is continuing without prior notice to continuing, Agent may notify each Grantor, notify ’s Account Debtors and all other Persons obligated on any of the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, following the occurrence and during the continuation of an Event of Default, each Grantor shall so notify its Account Debtors and other Persons obligated on the Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, none of the affected Grantor Grantors shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent, unless such Event of Default has been cured or waived. (c) So long as an Event of Default has occurred and continuing, Agent may at any time as part of a Collateral examination 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 Contractual Obligations 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, Instruments, Chattel Paper and/or payment intangibles. So long as If an Event of Default has shall have occurred and is 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 such 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 verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations Contracts and each of its licenses Licenses to observe and perform all of 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 contractual obligation Contract or license License by reason of or arising out of this Supplemental Security Agreement or the granting herein of a lien thereon security interest therein or the receipt by Agent or any Lender of any payment relating to any contractual obligation Contract or license 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 contractual obligation Contract or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation Contract or licenseLicense, 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 shall have occurred and is continuing without prior be continuing, immediately upon notice to GrantorBorrower, notify Account Debtors Debtors, parties to the Contracts and other Persons obligated on obligors in respect of Instruments and Chattel Paper, that the Collateral that Agent has a security Accounts and the right, title and interest thereinof each Grantor in and under such Contracts, Instruments and Chattel Paper have been assigned to Agent, for itself and the ratable benefit of Lenders, and that payments shall be made directly to Agent, for itself and the ratable benefit of Lenders. Upon the request of Agent, following the occurrence and during the continuation of if an Event of DefaultDefault shall have occurred and is continuing, each Grantor shall so notify Account Debtors Debtors, parties to Contracts 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 consentobligors in respect of Instruments and Chattel Paper. (c) So long Subject to the limitations contained in the Credit Agreement, Agent shall have the right to make test verifications of the Accounts and physical verifications and appraisals of the Inventory and other Collateral, at Borrower's expense in any manner and through any medium that it considers advisable, and each Grantor agrees to furnish all such information and assistance as an Event of Default has occurred and continuing, Agent may require in connection therewith. Agent may at any time in Agent’s 's own namename (on behalf of itself and Lenders), or in the name of a nominee of Agent or in the name of Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to contracts Contracts, obligors in respect of Instruments and obligors in respect of Instruments Chattel Paper to verify with such Persons, to Agent’s 's satisfaction, the existence, amount, amount and terms of, and of any other matter relating to, such Accounts, InstrumentsContracts, Instruments or Chattel Paper and/or payment intangiblesPaper. So long as If an Event of Default has shall have occurred and is be continuing, GrantorBorrower or Ultimate Parent Parent, at its their own expense, shall cause the certified independent certified public accountants then engaged by Grantor Borrower or Ultimate Parentrent to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s 's request (on behalf of itself and Lenders), 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; and (v) a summary of all intercompany accounts. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor that, anything herein to the contrary notwithstanding, Grantor shall remain liable under each of its contractual obligations Contracts and each of its licenses Licenses to observe and perform all of the conditions and obligations to be observed and performed by it thereunderthereunder except where such failure could not reasonably be expected to have a Material Adverse Effect. Neither Agent nor any Lender shall have any obligation or liability under any contractual obligation Contract or license License by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation Contract or license 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 Grantor under or pursuant to any contractual obligation Contract or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation Contract or licenseLicense, 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 is 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 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, following the occurrence and during the continuation of an Event of Default, 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) So long as an Event of Default has occurred and continuing, Agent may at any time in Agent’s own name, in the name of a nominee of Agent or in the name of Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to contracts Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount, amount terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles, Instruments or Chattel Paper. So long as an If a Default or Event of Default has shall have occurred and is be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by 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 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. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by each Grantor that, anything herein or in any other Loan Document to the contrary notwithstanding, such Grantor shall remain liable under each of its contractual obligations and each of its licenses Contractual Obligations, including all Permits, to observe and perform all of the conditions and obligations to be observed and performed by it thereunderthereunder to the same extent as if this Agreement had not been executed. Neither Agent nor any Lender shall have any obligation or liability under any contractual obligation or license Contractual Obligation by reason of or arising out of this Security Agreement or any other Loan Document or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation or license Contractual Obligation 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 contractual obligation or licenseContractual Obligation, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation or licenseContractual Obligation, 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 At any time after an Event of Default has occurred and is continuing continuing, without prior notice to any Grantor, Agent may notify Account Debtors and other Persons obligated on any of the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for the benefit of Lender Parties. Upon the request of Agent, following Agent after the occurrence and during the continuation continuance of an Event of Default, 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 Collateral upon the Collateraloccurrence and during the continuance of an Event of Default, the affected no Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (c) So long as At any time an Event of Default has occurred and is continuing, without prior notice to any Grantor, Agent may at any time may, in Agent’s own name, in the name of a nominee of Agent or in the name of Grantor any Grantor, communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to contracts Contractual Obligations 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, Instruments, Chattel Paper and/or payment intangibles. So long as an Event of Default has occurred and is continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by 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 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. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor that, anything herein to the contrary notwithstanding, Grantor shall remain liable under each of its contractual obligations Contracts and each of its licenses to observe and perform all of 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 contractual obligation Contract or license by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation 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 Grantor under or pursuant to any contractual obligation Contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation 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 may, at any time after an Event of Default has occurred and is continuing without prior notice to 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, Agent following the occurrence and during the continuation of an Event of Default, that has occurred and is continuing, 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 (i) without Agent’s 's prior written consent. consent or (cii) So long as until no Event of Default is then continuing. Furthermore, at any time after an Event of Default has occurred and continuingis continuing without prior notice to Grantor, the Agent shall be entitled to give any bank with which one or more Deposit Accounts are maintained by Grantor, instructions as to the withdrawal or disposition of any funds from time to time credited to any Deposit Account, or as to any other matters relating to any Deposit Account or any other Collateral, without further consent from Grantor. (c) Agent may at any time after an Event of Default has occurred and is continuing in Agent’s 's own name, in the name of a nominee of Agent or in the name of Grantor Grantor, communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to contracts Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s 's satisfaction, the existence, amount, amount terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles. So long as an Event of Default has occurred and is continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by 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 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. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations Contractual Obligations and each of its licenses Licenses to observe and perform all of the conditions and obligations to be observed and performed by it thereunderthereunder to the same extent as if this Security Agreement and the other Loan Documents had not been executed. Neither Agent nor any Lender shall have any obligation or liability under any contractual obligation Contractual Obligations or license License by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation such Contractual Obligations or license 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 contractual obligation Contractual Obligations or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation Contractual Obligations or licenseLicense, 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 is continuing without prior notice to GrantorGrantors, notify Account Debtors and other Persons obligated on the US Security Agreement Collateral that Agent has a security interest therein, and that payments in respect of such US Security Agreement Collateral shall be made directly to Agent. Upon the request of Agent, following the occurrence and during the continuation of an Event of Default, Grantor Grantors shall so notify Account Debtors and other Persons obligated on the US Security Agreement Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the US Security Agreement Collateral, the affected Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (c) So Subject to Section 14 hereof, upon election of Agent at any time while and so long as an Event of Default has occurred and acceleration of the Obligations shall be continuing, 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 Contractual Obligations 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, Instruments, Chattel Paper and/or payment intangiblesPayment Intangibles. So long as If an Event of Default has and acceleration of the Obligations shall have occurred and is 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 such 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. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor that, anything herein to the contrary notwithstanding, Grantor shall remain liable under each of its contractual obligations and each of its licenses to observe and perform all of 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 contractual obligation 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 contractual obligation or license pursuant hereto. 3.1 Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of Grantor any Debtor under or pursuant to any contractual obligation contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation 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) 3.2 Agent may may, at any time after an Event of Default has shall have occurred and is continuing be continuing, without prior notice to Grantorany Debtor, notify Account Debtors Debtors, parties to the contracts and other Persons obligated on obligors in respect of Instruments and Chattel Paper, that the Collateral that Agent has a security Accounts and the right, title and interest thereinof such Debtor in and under such contracts, Instruments and Chattel Paper have been assigned to Agent, and that payments shall be made directly to Agent. Upon the request of Agent, following the occurrence and during the continuation of an Event of Default, Grantor each Debtor 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) So long as an Event of Default has occurred and continuing, Agent may at any time in Agent’s own name, in the name of a nominee of Agent or in the name of Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to contracts and obligors in respect of Instruments and Chattel Paper. 3.3 If an Event of Default has occurred and is continuing, Agent may, at any time in Agent’s own name or in the name of any Debtor, communicate with Account Debtors, parties to contracts, obligors in respect of Instruments and obligors in respect of Chattel Paper to verify with such Persons, to Agent’s satisfaction, the existence, amount, amount and terms of, and of any other matter relating to, such Accounts, Instrumentscontracts, Instruments or Chattel Paper and/or payment intangiblesPaper. So long as If an Event of Default has shall have occurred and is be continuing, Grantoreach Debtor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor such Debtor to prepare and deliver to Agent and each Lender Lender, at any time and from time to time promptly upon Agent’s request request, the following reports with respect to Grantorsuch Debtor: (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. GrantorEach Debtor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor of all or any portion of its Inventory that such Debtor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, such Grantor shall remain liable under each of its contractual obligations Contracts and each of its licenses Licenses to observe and perform all of the conditions and obligations to be observed and performed by it thereunderthereunder except where such failure could not reasonably be expected to have a Material Adverse Effect. Neither Agent nor any Lender shall have any obligation or liability under any contractual obligation Contract or license License by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation Contract or license 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 contractual obligation Contract or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation Contract or licenseLicense, 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 is 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 Grantorthe Grantors, 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, following the occurrence and during the continuation of an Event of Default, Grantor Grantors 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 Grantors shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (c) So long as an Event of Default has occurred and continuing, 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 Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount, amount terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles, Instruments or Chattel Paper. So long as an If a Default or Event of Default has shall have occurred and is be continuing, Grantorthe Grantors, at its their own expense, shall cause the independent certified public accountants then engaged by Grantor them 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 Grantorthe Grantors: (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. GrantorThe Grantors, at its their own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor the Grantors may in its their discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its their Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor Grantors that, anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations Contracts and each of its licenses Licenses to observe and perform all of 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 contractual obligation Contract or license License by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation Contract or license 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 contractual obligation Contract or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation Contract or licenseLicense, 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 may, at any time after an Event of Default has occurred and is continuing 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, Agent following the occurrence and during the continuation of an Event of Default, that has occurred and is continuing, 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 (i) without Agent’s prior written consent. consent or (cii) So long as until no Event of Default is then continuing. Furthermore, at any time after an Event of Default has occurred and continuingis continuing without prior notice to any Grantor, the Agent shall be entitled to give any Bank with which one or more Deposit Accounts are maintained by any Grantor, instructions as to the withdrawal or disposition of any funds from time to time credited to any Deposit Account, or as to any other matters relating to any Deposit Account or any other Collateral, without further consent from any Grantor. (c) Agent may at any time after an Event of Default has occurred and is continuing 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 Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount, amount terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles. So long as an Event of Default has occurred and is continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by 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 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. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, such Grantor shall remain liable under each of its contractual obligations any and each of its licenses all Contracts and Licenses to which it is a party to observe and perform all of 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 contractual obligation such Contract or license License by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation such Contract or license 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 contractual obligation such Contract or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation such Contract or licenseLicense, 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 that may have been assigned to it or to which it may be entitled at any time or times. (b) Agent may may, at any time after an Event of Default has shall have occurred and is continuing be continuing, without prior notice to any Grantor, notify Account Debtors obligated under Accounts of any Grantor and other Persons obligated on the Collateral that Agent has a security interest thereinLien thereon and that payments thereunder shall be made directly to Agent, for the benefit of Agent and Lenders, while such Event of Default is continuing. Furthermore, if Agent determines that Account Debtor’s contra accounts or set off rights may cause Borrowing Availability to be less than zero, Agent may notify Account Debtors that Agent has a Lien thereon, and that payments shall be made directly to Agent, for the benefit of Agent and Lenders. Upon the request of Agent, following the occurrence and during the continuation of Agent after an Event of DefaultDefault has occurred and is continuing, each Grantor shall so notify any such Account Debtors and Debtor or other Persons obligated on the Collateral. Once , and once any such notice has been given to by any Account Debtor or other Person obligated on the CollateralGrantor, the affected no Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (c) So long as an Event of Default has occurred and continuingAgent may, Agent may at any time time, in Agent’s own name, in the name of a nominee of Agent Agent, in the name of any Grantor or in the name of Grantor a nominee of any Grantor, communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to contracts Debtors obligated under Accounts of such Grantor and obligors in respect of Instruments other Persons obligated on Collateral to verify with such Persons, to Agent’s satisfaction, the existence, amount, amount and terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangiblesany such Accounts or other Collateral. So long as an If a Default or Event of Default has shall have occurred and is 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 upon request the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory. (d) If, notwithstanding the giving of any notice hereunder directing that payments be made directly to Agent, any Account Debtor of such Grantor or any other Person obligated on Collateral shall make payments to such Grantor, such Grantor shall hold all such payments it receives in trust for Agent, for the benefit of Agent and Lenders, without commingling the same with other funds or property of, or held by, such Grantor and shall deliver the same to Agent in the manner set forth in Annex C to the Credit Agreement, in the identical form received, together with any necessary endorsements. (e) Agent may, at any time after an Event of Default shall have occurred and be continuing, without prior notice to any Grantor and without demand or other process, and without payment of any rent or any other charge, (i) enter the premises of any Grantor and, without breach of the peace, until Agent completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any Grantor’s Equipment for the purpose of collecting any of the Collateral and (ii) exercise any and all of its rights under any and all of the Collateral Documents.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations contracts and each of its licenses to observe and perform all of 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 contractual obligation contract or license by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation 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 contractual obligation contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation 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 If an Event of Default has occurred and is continuing continuing, Agent may, without prior notice to any Grantor, notify Account Debtors and other Persons obligated on the Collateral that Agent has a security interest Lien therein, and that payments shall be made directly to Agent. Upon the request of Agent, following the occurrence and during the continuation of an Event of Default, each Grantor shall so notify Account Debtors and other Persons obligated on the 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) So long as an Event of Default has occurred and continuing, Agent may at any time in Agent’s own name, in the name of a nominee of Agent 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 instruments to verify with such Personspersons, to Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangibles. So long as an Event , instruments, or chattel paper. (d) The rights, title, and interest of Default has occurred any Grantor in any Equity Interests may also be encumbered and is continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver pledged to Agent for the benefit of the Agent and each Lender at any time the Lenders, pursuant a separate Pledge Agreement made by such Grantor. All rights and from time to time promptly upon Agent’s request the following reports remedies set forth in such Pledge Agreement shall be cumulative with respect to Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; rights and (iv) a test verification of such Accounts as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventoryremedies available under this Security Agreement.

AGENT’S AND LENDERS’ RIGHTS: LIMITATIONS ON AGENT’S AND LENDERS’ OBLIGATIONS. (a) It is expressly agreed by Grantor Grantors that, anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of its contractual obligations Contracts and each of its licenses Licenses to observe and perform all of 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 contractual obligation Contract or license License by reason of or arising out of this Security Agreement or the granting herein of a lien Lien thereon or the receipt by Agent or any Lender of any payment relating to any contractual obligation Contract or license 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 contractual obligation Contract or licenseLicense, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contractual obligation Contract or licenseLicense, 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 is continuing 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. Furthermore, if Agent determines that Account Debtors’ contra-accounts or set-off rights may cause the applicable Borrowing Availability to be less than zero, Agent may notify Account Debtors that Agent has a security interest therein, and that payments shall be made directly to Agent. Upon the request of Agent, following Agent after the occurrence and during the continuation continuance of an Event of Default, each Grantor shall so notify Account Debtors and other Persons obligated on the Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the CollateralCollateral in accordance with this Section 3(b), the affected Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (c) So long as an Event of Default has occurred and continuing, 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 Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount, amount and terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or payment intangiblesintangibles in respect of such Grantor, provided that Agent shall use reasonable efforts to notify the applicable Grantor subsequent to any such communication. So long as If an Event of Default has shall have occurred and is 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 reasonably request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.