Common use of Lenders Rights Limitations on Lenders Obligations Clause in Contracts

Lenders Rights Limitations on Lenders Obligations. (a) Lender shall not have any obligation or liability under any Contract or License by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Lender of any payment relating to any Contract or License pursuant hereto. Lender shall not be required or obligated in any manner to perform or fulfill any of the obligations of the Grantors under or pursuant to any Contract or License, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract or License, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (b) Lender may at any time after an Event of Default has occurred and is continuing without prior notice to the Grantors, notify Account Debtors and other Persons obligated on the Collateral that Lender has a security interest therein, and that payments shall be made directly to Lender andupon the request of Lender, the 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 shall not give any contrary instructions to such Account Debtor or other Person without Lender’s prior written consent, unless and until an Event of Default is cured. (c) Lender may at any time in Lender’s own name or in the name of each 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 Lender’s reasonable satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper and/or Payment Intangibles. If a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall prepare and deliver to Lender at any time and from time to time promptly upon Lender’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 Lender may request. Each Grantor, at its own expense, shall deliver to Lender 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.

Lenders Rights Limitations on 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 the Liquidation Sales Agreements and its other contracts and each of its licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Lender shall not have any obligation or liability under any Contract Liquidation Sales Agreements, contract or License license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Lender of any payment relating to any Contract Liquidation Sales Agreements, contract or License license pursuant hereto. Lender shall not be required or obligated in any manner to perform or fulfill any of the obligations of the Grantors Grantor under or pursuant to any Contract Liquidation Sales Agreements, 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 Contract Liquidation Sales Agreements, 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 Subject to Section 7.3 hereof, so long as an Event of Default shall have occurred and be continuing, Lender may at any time after an Event of Default has occurred and is continuing time, without prior notice to the GrantorsGrantor, notify Account Debtors account debtors, parties to any of Borrower’s Liquidation Sales Agreements or contracts, and other Persons obligated on obligors in respect of instruments and chattel paper, that the Collateral that accounts and the right, title and interest of Grantor in and under such Liquidation Sales Agreements, contracts, instruments and chattel paper have been assigned to Lender has a security interest therein, and that payments shall be made directly to Lender andupon Lender. Upon the request of Lender, the Grantors Grantor shall so notify Account Debtors account debtors, parties to Liquidation Sales Agreements and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateralcontracts, the affected Grantor shall not give any contrary instructions to such Account Debtor or other Person without Lender’s prior written consent, unless and until an Event obligors in respect of Default is curedinstruments and chattel paper. (c) 3.3 Lender may at any time in Lender’s own name or in the name of each Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtorsaccount debtors, parties to Contracts Liquidation Sales Agreements and other contracts, obligors in respect of Instruments instruments and chattel paper to verify with such Persons, to Lender’s reasonable satisfaction, the existence, amountamount and terms of any such accounts, terms ofLiquidation Sales Agreements, and any other matter relating tocontracts, Accounts, Instruments, Chattel Paper and/or Payment Intangibles. If a Default instruments or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall prepare and deliver to Lender at any time and from time to time promptly upon Lender’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 Lender may request. Each Grantor, at its own expense, shall deliver to Lender 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 Inventorychattel paper.

Lenders Rights Limitations on Lenders Obligations. (a) It is expressly agreed by Grantors that, anything herein to the contrary notwithstanding, each Grantor shall remain liable for the Collateral and all aspects of the Collateral, including under each of its Contracts (for purposes of this Security Agreement, the term Contracts shall include the Servicing Agreements) and each of its Licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Lender shall not have any obligation or liability under any Contract or License by reason of or arising out of this Security Agreement or the granting herein of a security interest or Lien thereon or the receipt by Lender of any payment relating to any Contract or License pursuant hereto. Lender shall not be required or obligated in any manner to perform or fulfill any of the obligations of the Grantors any Grantor under or pursuant to any Contract or License, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract or License, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (b) Lender may may, at any time after an upon the occurrence and continuance of a Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing without prior Default, upon notice to the Grantorsany Grantor, notify Account Debtors Debtors, Servicing Agents and other Persons obligated on the Collateral that Lender has a security interest therein, and that payments shall be made directly to Lender andupon upon the occurrence of an Event of Default. Upon the occurrence and during the continuance of a Default, which is not reasonably capable of being cured, or Event of Default, at the request of Lender, the Grantors in its reasonable business discretion, each Grantor shall so notify Account Debtors Debtors, Servicing Agents and other Persons obligated on Collateral that Lender has a first-priority security interest in the Collateral. Once any such notice has been given to any Account Debtor Debtor, Servicing Agent or other Person obligated on the Collateral, the affected Grantor shall not give any contrary instructions to such Account Debtor Debtor, Servicing Agent or other Person without Lender’s prior written consent, unless and until an Event of Default is cured. (c) Lender may at any time in Lender’s own name, in the name of a nominee of Lender or in the name of each any Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, any Servicing Agent, parties to Contracts and obligors in respect of Instruments to verify with such Personsverify, to Lender’s reasonable satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instrumentspayment intangibles, Instruments or Chattel Paper and/or Payment Intangibles. If a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall prepare and deliver to Lender at any time and from time to time promptly upon Lender’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 Lender may request. Each Grantor, at its own expense, shall deliver to Lender 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 InventoryCollateral.

Lenders Rights Limitations on Lenders Obligations. (a) 3.1 It is expressly agreed by Grantor that, anything herein to the contrary notwithstanding, Grantor shall, subject to the terms and conditions contained in such agreements, remain liable under each of the Liquidation Sales Agreements, Liquidator Joint Venture Agreements, and its other contracts and each of its licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Lender shall not have any obligation or liability under any Contract Liquidation Sales Agreements, Liquidator Joint Venture Agreements, contract or License license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Lender of any payment relating to any Contract Liquidation Sales Agreements, Liquidator Joint Venture Agreements, contract or License license pursuant hereto. Lender shall not be required or obligated in any manner to perform or fulfill any of the obligations of the Grantors Grantor under or pursuant to any Contract Liquidation Sales Agreements, Liquidator Joint Venture Agreements, 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 Contract Liquidation Sales Agreements, Liquidator Joint Venture Agreements, 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 Subject to Section 7.4 hereof, if an Event of Default shall have occurred and be continuing, Lender may at any time after an Event of Default has occurred and is continuing time, without prior notice to the GrantorsGrantor, notify Account Debtors account debtors, parties to any of Grantor’s Liquidation Sales Agreements, Liquidator Joint Venture Agreements, or contracts, and other Persons obligated on obligors in respect of instruments and chattel paper, that the Collateral that accounts and the right, title and interest of Grantor in and under such Liquidation Sales Agreements, Liquidator Joint Venture Agreements, contracts, instruments and chattel paper have been assigned to Lender has a security interest therein, and that payments shall be made directly to Lender andupon Lender. Upon the request of Lender, the Grantors Grantor shall so notify Account Debtors account debtors, parties to Liquidation Sales Agreements, Liquidator Joint Venture Agreements, and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateralcontracts, the affected Grantor shall not give any contrary instructions to such Account Debtor or other Person without Lender’s prior written consent, unless and until an Event obligors in respect of Default is curedinstruments and chattel paper. (c) 3.3 Lender may at any time in Lender’s own name or in the name of each Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtorsaccount debtors, parties to Contracts Liquidation Sales Agreements, Liquidator Joint Venture Agreements, and other contracts, obligors in respect of Instruments instruments and chattel paper to verify with such Persons, to Lender’s reasonable satisfaction, the existence, amountamount and terms of any such accounts, terms ofLiquidation Sales Agreements, contracts, instruments or chattel paper. 3.4 In conjunction with each Liquidation Sale in respect to which Lender provides a Liquidation Loan, Grantor shall promptly after its entry into such Liquidation Sale Agreement, give notice to the Merchant which is a party thereto or any joint venture to which Grantor is a joint venturer and each other Person party to any other matter relating tosuch Liquidation Sale Agreement or Liquidator Joint Venture Agreement that Grantor’s portion of any and all payment due to Grantor under any Liquidation Sale Agreement or Liquidator Joint Venture Agreement shall be paid directly to the Collection Account or another account at a Cash Management Bank established in conjunction with such Liquidation Sale. Grantor also hereby authorizes Lender to give, Accountswithout any further consent of or notice to Grantor, Instruments, Chattel Paper and/or Payment Intangibles. If a Default or such notice directly to any such Persons after the occurrence and during the continuance of an Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall prepare and deliver to Lender at any time and from time to time promptly upon Lender’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 Lender may request. Each Grantor, at its own expense, shall deliver to Lender 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 InventoryDefault.

Lenders Rights Limitations on Lenders Obligations. (a) It is expressly agreed by Grantors that, anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of its Contracts and each of its Licenses, to observe and perform in all material respects all the conditions and obligations to be observed and performed by it thereunder. Lender shall not have any no obligation or liability under any Contract or License by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Lender of any payment relating to any Contract or License pursuant hereto. Lender shall not be required or obligated in any manner to perform or fulfill any of the obligations of the Grantors any Grantor under or pursuant to any Contract or License, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract or License, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (b) Lender may, at any time after an Event of Default has occurred and be continuing, notify (i) Account Debtors owing Accounts to Grantors other than Medicaid/Medicare Account Debtors that their Accounts have been assigned to Lender and to collect such Accounts directly in its own name and to charge reasonable collection costs and expenses, including reasonable attorney's fees, to Grantors, and (ii) Medicaid/Medicare Account Debtors that Grantors have waived any and all defenses and counterclaims they may have or could interpose in any such action or procedure brought by Lender to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to any Account or other Collateral payable by Medicaid/Medicare Account Debtors and that Lender is seeking or may seek to obtain a court order recognizing the collateral assignment or security interest and lien of Lender in and to all Accounts and other Collateral payable by Medicaid/Medicare Account Debtors. Upon the request of Lender, at any time after an Event of Default has occurred and is continuing without prior notice to the Grantorscontinuing, notify Account Debtors and other Persons obligated on the Collateral that Lender has a security interest therein, and that payments shall be made directly to Lender andupon the request of Lender, the Grantors each Grantor shall so notify Account Debtors and other Persons obligated on Collateral. Once any such notice has been given Lender's rights under this Section 3(b), shall be subject to any Account Debtor or other Person obligated on the Collateral, provisions of the affected Grantor shall not give any contrary instructions to such Account Debtor or other Person without Lender’s prior written consent, unless and until an Event of Default is curedIntercreditor Agreement. (c) Lender may at any time in Lender’s 's own name or in the name of each any 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 and/or payment intangibles to verify with such Persons, to Lender’s reasonable '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 Intangibles. If a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall prepare and deliver to Lender at any time and from time to time promptly upon Lender’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 Lender may request. Each Grantor, at its own expense, shall deliver to Lender 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 Inventorypayment intangibles.

Lenders Rights Limitations on Lenders Obligations. (a) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, and except as otherwise permitted by the Bankruptcy Code, such Grantor shall remain liable under each of its Contracts and each of its Licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Lender shall not have any obligation or liability under any such Contract or License by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Lender of any payment relating to any such Contract or License pursuant hereto. Lender shall not be required or obligated in any manner to perform or fulfill any of the obligations of the Grantors any Grantor under or pursuant to any such 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 such 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 that may have been assigned to it or to which it may be entitled at any time or times. (b) Lender may may, at any time after a Default or an Event of Default has shall have occurred and is continuing without prior notice to be continuing, upon approval of the GrantorsBankruptcy Court, notify Account Debtors of such Grantor, parties to the Contracts of such Grantor and other Persons obligated on obligors in respect of Instruments and Chattel Paper of such Grantor, that the Collateral that Lender has a security Accounts of such Grantor and the right, title and interest thereinof such Grantor in, to and under such Contracts, Instruments and Chattel Paper have been assigned to Lender, and that payments shall be made directly to Lender andupon Lender. Upon the request of Lender, the Grantors each Grantor shall so notify such 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 CollateralDebtors, the affected Grantor shall not give any contrary instructions parties to such Account Debtor or other Person without Lender’s prior written consent, unless Contracts and until an Event obligors in respect of Default is curedsuch Instruments and Chattel Paper. (c) Without notice to or approval by the Bankruptcy Court, Lender may at any time in Lender’s 's own name or in the name of each any Grantor communicate (by mail, telephone, facsimile or otherwise) with Account DebtorsDebtors of such Grantor, parties to Contracts of such Grantor, and obligors in respect of Instruments or Chattel Paper of such Grantor to verify with such Persons, to Lender’s reasonable '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. If a Default or 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 Lender at any time and from time to time promptly upon Lender’s request 's request, the following reports with respect to such Grantor: : (i) a reconciliation of all AccountsAccounts of such Grantor; (ii) an aging of all such Accounts; (iii) trial balancesbalances of such Accounts; and (iv) a test verification verifications of such Accounts as Lender may request. Each Grantor, at its own expense, shall deliver to Lender the results of each physical verification, if any, which that 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.

Lenders Rights Limitations on Lenders Obligations. (a) It is expressly agreed by Grantor that, anything herein to the contrary notwithstanding, Grantor shall remain liable under each of its Contracts and each of its Licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder. The Lender shall not have any no obligation or liability under any Contract or License by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by the Lender of any payment relating to any Contract or License pursuant hereto. The Lender shall not be required or obligated in any manner to perform or fulfill any of the obligations of the Grantors Grantor under or pursuant to any Contract or License, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract or License, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.. (Page 190 of 252 Pages) (b) The Lender may may, at any time after an a Default or Event of Default has shall have occurred and is continuing be continuing, without prior notice to the GrantorsGrantor, 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 Lender 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 the Lender, and that payments shall be made directly to Lender andupon the Lender. Upon the request of the Lender, the Grantors 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 Lender’s prior written consent, unless and until an Event of Default is cured. (c) Lender may at any time in Lender’s own name or in the name of each Grantor communicate (by mail, telephone, facsimile or otherwise) with Account Debtors, parties to Contracts and obligors in respect of Instruments and Chattel Paper. (c) The Lender may, at any time at which a Default or Event of Default has occurred and is continuing, in the Lender's own name or in the name of Grantor 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 the Lender’s reasonable '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. If a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and promptly deliver to the Lender at any time and from time to time promptly upon Lender’s request as often as may reasonably be requested by the Lender the following reports with respect to such Grantor: Gra ntor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts as the Lender may request. Each Grantor, at its own expense, shall deliver to Lender 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.