Common use of Rights of Agent Clause in Contracts

Rights of Agent. Agent may from time to time and at its option (a) require Pledgor to, and Pledgor shall, periodically deliver to Agent records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Agent’s interest in the Collateral. Pledgor agrees that Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any Borrower.

Rights of Agent. Agent may from time to time and at its option (a) require Pledgor to, and Pledgor shall, periodically deliver to Agent records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Agent’s interest in the Collateral. Pledgor agrees that Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit and Security Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersedesupercede, or replace the Credit and Security Agreement or any other Financing Loan Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit and Security Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit and Security Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit and Security Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit and Security Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any Borrower.

Rights of Agent. Agent may from time to time and at its option (a) require Pledgor toIf an Event of Default shall have occurred and be continuing, Agent shall have the right to receive any and Pledgor shall, periodically deliver to Agent records and schedules, which show the status all cash dividends or distributions or other payments paid in respect of the Collateral and make application thereof to the Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewith, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to direct the issuer(s) of the Pledged Interests, and the obligors with respect to the Pledged Obligations, to pay all such cash dividends or distributions or other matters which affect payment directly to the Collateral; Agent or as otherwise directed by the Agent. (b) verify If an Event of Default shall have occurred and be continuing, then all registered Pledged Interests, at Agent’s option, shall be registered in the Collateral name of Agent or its nominee, and inspect the books Agent or its nominee may thereafter exercise (x) all voting and records of Company and make copies of or extracts from the books and records; other rights pertaining to such Pledged Interests, and (cy) notify any prospective buyers or transferees of the Collateral of Agent’s interest in the Collateral. Pledgor agrees that Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligationsrights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if Agent were the absolute owner thereof (b) supplementincluding, amendwithout limitation, restatethe right to exchange at its discretion any and all of the Pledged Interests upon the merger, supersedeconsolidation, reorganization, recapitalization or other fundamental change in the organizational structure of the Borrower, or replace upon the Credit Agreement exercise by the Borrower or Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depositary, transfer agent, registrar or other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the designated agency upon such terms and conditions under which loans and extensions of credit as it may be made under the Credit Agreementdetermine), (e) settleall without liability except to account for property actually received by it, compromise but Agent shall have no duty to exercise any such right, privilege or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect option and shall not be limitedresponsible for any failure to do so or delay in so doing. (c) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against the Borrower or against any other person or entity which may be or become liable in respect of all or any part of the Obligations or against any other Collateral, impaired any security therefor, any guarantee thereof, or otherwise affected in right of offset with respect thereto. Agent shall not be liable for any way by reason failure to demand, collect or realize upon all or any part of (i) the Collateral or for any delay in making demand on Pledgor for doing so, nor shall it be under any obligation to sell or delay in enforcing or failure to enforce, performance or payment otherwise dispose of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property Collateral upon the request of Pledgor the Borrower or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons entity or in to take any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor other action whatsoever with respect regard to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor Collateral or any Borrowerpart thereof.

Rights of Agent. Guarantor authorizes Agent may from and each Lender, acting separately or together, to perform any or all of the following acts at any time in its sole discretion, all without notice to time Guarantor and at its option without affecting Guarantor's obligations under this Guaranty: (a) require Pledgor to, and Pledgor shall, periodically deliver to Agent records and schedules, which show the status Lenders may alter any terms of the Collateral and such other matters which affect Loan or any part of it, including renewing, compromising, extending or accelerating, or otherwise changing the Collateral; time for payment of, or increasing or decreasing the rate of interest on, the Loan or any part of it. (b) verify Lenders and Agent may take and hold security for the Collateral Loan or this Guaranty, accept additional or substituted security for either, and inspect the books subordinate, exchange, enforce, waive, release, compromise, fail to perfect and records sell or otherwise dispose of Company and make copies of or extracts from the books and records; and any such security. (c) notify any prospective buyers or transferees of the Collateral of Agent’s interest in the Collateral. Pledgor agrees that Lenders and Agent may direct the order and manner of any sale of all or any part of any security now or later to be held for the Loan or this Guaranty, and Lender may also bid at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in sale. (d) Lenders and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may apply any payments or recoveries from Borrowers, Guarantor or any other source, and any proceeds of any security, to Borrower's obligations under the Loan Documents in such manner, order and priority as Lenders or Agent may elect, whether or not those obligations are guaranteed by this Guaranty or secured at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit Agreement, application. (e) settle, compromise Lenders may release either or grant releases both Borrowers from their liability for the Loan or any Obligations and/or any person or persons liable for payment part of any Obligations, it. (f) exchangeLenders and Agent may substitute, release, surrender, sell, subordinate add or compromise release any collateral of any party now one or hereafter securing any of the Obligations and more guarantors or endorsers. (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant In addition to the terms of Loan, Lenders may extend other credit to Borrowers, and may take and hold security for the Credit Agreement; credit so extended, all of the foregoing in without affecting Guarantor's liability under this Guaranty, provided that this Guaranty does not apply to such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any Borrowercredit.

Rights of Agent. Agent may from time to time and at its option (a) require each Pledgor to, and each Pledgor shall, periodically deliver to Agent records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Agent’s interest in the Collateral. Each Pledgor agrees that Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Each Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Loan and Security Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersedesupercede, or replace the Credit Loan and Security Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Loan and Security Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit Loan and Security Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Loan and Security Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from any Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect, provided, that such is done pursuant to its rights and the terms of the Loan and Security Agreement. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on any Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of any Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Loan and Security Agreement, (v) the existence or nonexistence of any defenses which may be available to any Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against any Pledgor or any Borrower.

Rights of Agent. a. If an Event of Default shall have occurred and be continuing, Agent may from time shall have the right to time receive any and at its option (a) require Pledgor to, and Pledgor shall, periodically deliver to Agent records and schedules, which show the status all cash dividends or Distributions or any other amounts paid in respect of the Collateral and make application thereof to the Borrower Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewith, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to direct the issuer(s) of the Pledged Interests to pay all such cash dividends or Distributions or any other matters which affect payments directly to the Collateral; Agent or as otherwise directed by the Agent. b. If an Event of Default shall have occurred and be continuing, then all such Pledged Interests at Agent’s option shall be registered in the name of Agent or its nominee, and Agent or its nominee may thereafter exercise (bx) verify the Collateral all voting and inspect the books and records of Company and make copies of or extracts from the books and records; other rights pertaining to such Pledged Interests and (cy) notify any prospective buyers or transferees of the Collateral of Agent’s interest in the Collateral. Pledgor agrees that Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligationsrights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if Agent were the absolute owner thereof (b) supplementincluding, amendwithout limitation, restatethe right to exchange at its discretion any and all of the Pledged Interests upon the merger, supersedeconsolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Borrower, or replace upon the Credit Agreement exercise by Borrower or Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depositary, transfer agent, registrar or other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the designated agency upon such terms and conditions under which loans and extensions of credit as it may be made under the Credit Agreementdetermine), (e) settleall without liability except to account for property actually received by it, compromise but Agent shall have no duty to exercise any such right, privilege or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect option and shall not be limitedresponsible for any failure to do so or delay in so doing. c. The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against Borrower or against any other person or entity which may be or become liable in respect of all or any part of the Obligations or against any other Collateral security therefor, impaired guarantee thereof or otherwise affected in right of offset with respect thereto. Agent shall not be liable for any way by reason failure to demand, collect or realize upon all or any part of (i) the Collateral or for any delay in making demand on Pledgor for doing so, nor shall it be under any obligation to sell or delay in enforcing or failure to enforce, performance or payment otherwise dispose of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property Collateral upon the request of Pledgor Borrower or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons entity or in to take any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor other action whatsoever with respect regard to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor Collateral or any Borrowerpart thereof.

Rights of Agent. Agent may from time to time and at its option (a) require Pledgor to, and Pledgor shall, periodically deliver to Agent records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral or any other persons of Agent’s interest in the Collateral. Pledgor agrees that Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersedesupercede, or replace the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to the Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any BorrowerPledgor.

Rights of Agent. Agent may from time to time and at its option (a) require Pledgor to, and Pledgor shall, periodically at Agent’s request, deliver to Agent records and schedules, which show the status of the Pledged Collateral and such other matters which affect the Pledged Collateral; (b) verify the Pledged Collateral and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Pledged Collateral of Agent’s interest in the Pledged Collateral. Pledgor agrees that Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Pledged Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersedesupercede, or replace the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from or on behalf of Pledgor, any source by Agent Borrower or any Secured Guarantor at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Pledged Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any Borrower.

Rights of Agent. Agent may from time to time and at its option (a) require each Pledgor to, and each Pledgor shall, periodically deliver to Agent records and schedules, which show the status of the Pledged Collateral and such other matters which affect the Pledged Collateral; (b) verify the Pledged Collateral and inspect the books and records of Company each Issuer and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Pledged Collateral of Agent’s interest in the Pledged Collateral. Each Pledgor agrees that Agent may at any time take such steps as Agent (acting at the direction of the Required Lenders) deems reasonably necessary to protect Agent’s interest in and to preserve the Pledged Collateral. Each Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from any Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on any Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of any Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Pledged Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to any Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against any Pledgor or any Borrower.

Rights of Agent. Pledgor authorizes Agent may from time to time and at its option (a) require Pledgor to, and Pledgor shall, periodically deliver to Agent records and schedules, which show the status perform any or all of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Agent’s interest in the Collateral. Pledgor agrees that Agent may following acts at any time take such steps as Agent deems reasonably necessary in its sole discretion, all without notice to protect AgentPledgor, without affecting Pledgor’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Credit obligations under this Pledge Agreement or any other Financing Documents, Loan Documents and without affecting the liens and encumbrances against the Collateral in favor of Agent: (ci) renew, extend, modify, increase or decrease loans Agent may take and extensions of credit under hold security for the Credit Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) accept additional or substituted security, and subordinate, exchange, enforce, waive, release, surrendercompromise, sell, subordinate fail to perfect and sell or compromise any collateral otherwise dispose of any party such security; (ii) Upon the occurrence and during the continuance of a Default and subject to the terms hereof and of the Loan Documents, Agent may direct the order and manner of any sale of all or any part of any security now or hereafter securing later to be held for the Obligations, and Agent (or its nominees or designees) may also bid at any such sale; (iii) Upon the occurrence and during the continuance of the Obligations and (g) a Default, Agent may apply any payments or recoveries from Pledgor, any Pledgor Affiliate or any other source, and all payments received from any source by Agent at proceeds of any time against security, to the Obligations in any such manner, order and priority as Agent may determine pursuant elect, subject to the terms hereof and of the Credit Agreement; all of the foregoing in such manner and upon such terms as Loan Documents; (iv) Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of release Pledgor or any other party securing Person from its liability for the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, part thereof; (v) the existence Agent may substitute, add or nonexistence of release any defenses which may be available to Pledgor with respect one or more guarantors, pledgors or endorsers; and (vi) In addition to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Agent may extend other credit to Pledgor or any BorrowerPledgor Affiliate, and may take and hold security for the credit so extended, all without affecting Pledgor’s liability hereunder or under the other Loan Documents and without affecting the liens and encumbrances against the Collateral hereunder or under the other Loan Documents.

Rights of Agent. Section [__] In the event that Midcap Financial Trust (together with any successor and/or assign thereto, “Agent”) exercises its rights and remedies (the “Pledge Rights”) under and in accordance with that certain Pledge Agreement between Agent and Appliance Recycling Centers of America, Inc. (the “Pledge Agreement”), delivered in connection with that certain Credit and Security Agreement dated as of May ____, 2017 by and among Borrowers, Agent and Lenders, and which may be amended, modified and restated from time to time and at its option time, the “Credit Agreement”), notwithstanding anything contained in this Agreement to the contrary: (a) require Pledgor toAgent shall be entitled to remove any or all of the Managers and appoint any representatives of Agent or any other person or entity, as Agent elects, to be the Manager(s) in order to fill the vacancy created by such removal and the Members shall not have the right to remove the Managers so appointed by Agent or to elect any new or additional Managers, and Pledgor shall, periodically deliver to Agent records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify any limitations contained in this Agreement inconsistent with the Collateral and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees provisions of the Collateral Pledge Agreement or this Article shall thereupon be deemed waived, void and of Agent’s interest no further force and effect until all of the Obligations (as defined in the Collateral. Pledgor agrees that Credit Agreement) of the Borrowers (as defined in the Credit Agreement) to Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to Lenders under the Credit Agreement have been fully and finally paid, including, without limitation (ai) extend or change any provision that requires approval of actions by a “Majority in Interest”, and (ii) provisions requiring the time approval of the “Board of Managers” for certain actions, it being agreed that the Board of Managers may be replaced by a sole Manager at Agent’s option. Following the full and final payment and/or to Agent and Lenders of the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit Obligations under the Credit Agreement, (d) modify the terms all such provisions shall be deemed to be reinstated and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Section [__] Notwithstanding anything contained in this Agreement to the contrary, all restrictions on transfer and assignability of any Member’s interests in the Company shall remain in full be inapplicable, and of no force and effect and shall not be limitedeffect, impaired or otherwise affected in as to any way by reason of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment transfer of any Obligations, interests in the Company to Agent (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing nominee affiliate, successor, assignee or transferee thereof) in accordance with the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Pledge Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any Borrower.

Rights of Agent. Agent may from time to time and at its option (a) require each Pledgor to, and each Pledgor shall, periodically deliver to Agent records and schedules, which show the status of the Pledged Collateral and such other matters which affect the Pledged Collateral; (b) verify the Pledged Collateral and inspect the books and records of Company each Issuer and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Pledged Collateral of Agent’s interest in the Pledged Collateral. Each Pledgor agrees that Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Pledged Collateral. Each Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from any Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on any Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of any Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Pledged Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to any Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against any Pledgor or any Borrower.

Rights of Agent. Section [_____] In the event that ESW Holdings, Inc., as Administrative Agent may (together with any successor thereto, in such capacity, “Administrative Agent”) exercises its rights and remedies (the “Pledge Rights”) under and in accordance with that certain Guaranty and Collateral Agreement dated as of January 12, 2018 between Administrative Agent, the Company and certain of Company’s affiliates (as amended, restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”), delivered in connection with that certain Credit Agreement dated as of January 12, 2018 among the Company and/or certain other borrowers, Administrative Agent, and the financial institutions or other entities from time to time and at its option parties thereto, as lenders (the “Lenders”) (as amended, restated, supplemented or otherwise modified from time to time, “Credit Agreement”), notwithstanding anything contained in this Agreement to the contrary: (a) require Pledgor toAdministrative Agent shall be entitled to remove any or all Managers and appoint any representatives of Administrative Agent or any other person or entity, as Administrative Agent elects, to be the Manager(s) in order to fill the vacancy created by such removal and the Members shall not have the right to remove the Manager(s) so appointed by Administrative Agent or to elect any new or additional Manager(s), and Pledgor shall, periodically deliver to Agent records and schedules, which show (b) any limitations contained in this agreement inconsistent with the status provisions of the Collateral Agreement or this Article shall thereupon be deemed waived, void and such other matters which affect the Collateral; (b) verify the Collateral of no further force and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees effect until all of the Collateral of Agent’s interest Obligations (as defined in the Collateral. Pledgor agrees that Credit Agreement) of the Company to Administrative Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to Lenders under the Credit Agreement have been fully and finally paid, including (ai) extend or change any provision that requires approval of actions by a “Majority in Interest”, and (ii) provisions requiring the time of payment and/or the manner, place or terms of payment approval of any Manager for certain actions, it being agreed that any Managers may be replaced by a sole Manager at Administrative Agent’s option. Following the full and all Obligations, (b) supplement, amend, restate, supersede, or replace final payment to Administrative Agent and Lenders of the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit Obligations under the Credit Agreement, (d) modify the terms all such provisions shall be deemed to be reinstated and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement Section [_____] Notwithstanding anything contained in this agreement to the contrary, all restrictions on transfer and assignability of any Member’s interests in the Company shall remain in full be inapplicable, and of no force and effect and shall effect, as to any transfer of any interests in the Company to Administrative Agent (or any nominee affiliate, successor, assignee or transferee thereof) in accordance with the Collateral Agreement. Section [_____] Neither the Members nor any Managers will amend this agreement to provide that any limited liability company interests in the Company are not be limited, impaired securities governed by Article 8 of the UCC or otherwise affected in any way by reason “opt out” of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment Article 8 of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property the UCC. Section [_____] The provisions of Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may this Article shall be available to Pledgor with respect binding upon and inure to the Obligationsbenefit of the parties hereto and their respective successors and assigns and any future Members or Managers and their respective successors and assigns. This JOINDER AGREEMENT (this “Agreement”) dated as of [____________ __, 201_] is executed by the undersigned for the benefit of ESW Holdings, Inc., as administrative agent for itself, the Lenders and certain Affiliates of the Lenders (the “Administrative Agent”) in connection with that certain Guaranty and Collateral Agreement dated as of January 12, 2018 among the Grantors party thereto and the Administrative Agent (as amended, restated, supplemented or (vi) otherwise modified from time to time, the commencement “Guaranty and Collateral Agreement”). Capitalized terms not otherwise defined herein are being used herein as defined in the Guaranty and Collateral Agreement. Each Person signatory hereto is required to execute this Agreement pursuant to Section 8.16 of any bankruptcythe Guaranty and Collateral Agreement. In consideration of the premises and other good and valuable consideration, reorganization; liquidationthe receipt and sufficiency of which are hereby acknowledged, dissolution or receivership proceeding or case filed by or against Pledgor or any Borrower.each signatory hereby agrees as follows:

Rights of Agent. Section 15.01. In the event that MCG Capital Corporation (together with any successor thereto, “Agent”) exercises its rights and remedies (the “Pledge Rights”) during the existence of an Event of Default (as defined in the Pledge Agreement (as defined below)) under and in accordance with that certain Ownership, Pledge, Assignment and Security Agreement between Agent may and JAXPET, LLC (the “Pledge Agreement”), delivered in connection with that certain Credit Facility Agreement dated as of February 17, 2006 among JAXPET, LLC, Agent, OnCURE Medical Corp., all direct and indirect subsidiaries and affiliates of OnCURE Medical Corp., and certain financial institutions (as amended, restated, supplemented or otherwise modified from time to time and at its option time, “Credit Agreement”), notwithstanding anything contained in this Agreement to the contrary: (a) require Pledgor toAgent shall be entitled to remove any or all of the Managers and appoint any representatives of Agent or any other person or entity, as Agent elects, to be the Manager(s) in order to fill the vacancy created by such removal and the Members shall not have the right to remove the Managers so appointed by Agent or to elect any new or additional Managers, and Pledgor shall, periodically deliver to Agent records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify any limitations contained in this Agreement inconsistent with the Collateral and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees provisions of the Collateral Pledge Agreement or this Article shall thereupon be deemed waived, void and of Agent’s interest no further force and effect until all of the Obligations (as defined in the Collateral. Pledgor agrees that Credit Agreement) of JAXPET, LLC to Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to under the Credit Agreement have been fully and finally paid, including, without limitation (ai) extend or change any provision that requires approval of actions by a “Majority in Interest”, and (ii) provisions requiring the time approval of the “Board of Managers” for certain actions, it being agreed that the Board of Managers may be replaced by a sole Manager at Agent’s option. Following the full and final payment and/or to Agent of the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit Obligations under the Credit Agreement, (d) modify the terms all such provisions shall be deemed to be reinstated and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. Section 15.02. This Notwithstanding anything contained in this Agreement to the contrary, all restrictions on transfer and assignability of any Member’s interests in JAXPET, LLC shall remain in full be inapplicable, and of no force and effect and shall effect, as to any transfer of any interests in JAXPET, LLC to Agent (or any nominee affiliate, successor, assignee or transferee thereof) in accordance with the Pledge Agreement. Section 15.03. Neither the Members nor Managers will amend this Agreement to provide that any limited liability company interests in JAXPET, LLC are not be limited, impaired securities governed by Article 8 of the Uniform Commercial Code or otherwise affected “opt out” of Article 8 of the Uniform Commercial Code. Section 15.04. The provisions of this Article shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and any future Members or Managers and their respective successors and assigns. Section 15.05. None of the provisions of this Article XV or any other provision of this Agreement may be amended in any way by reason of (i) any delay in making demand on Pledgor for which alters, limits, restricts or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on adversely affects Agent’s part ability to perfect any lien uponexercise its Pledge Rights, protect, exercise other rights against, or realize on, any property of Pledgor or any other party securing under the Obligations, (iii) any failure to obtain, retain or preserve, Pledge Agreement or the lack intended result thereof, without the prior written consent of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any BorrowerAgent.”

Rights of Agent. Agent may from time to time and at its option (a) If an Event of Default shall have occurred and be continuing, the Agent shall have the right to require that any and all Proceeds paid to Pledgor toand constituting the Collateral be delivered to the Agent for application to the Obligations, in such order as the Agent, in its sole discretion, may elect. In connection therewith, if an Event of Default shall have occurred and Pledgor shallbe continuing, periodically deliver the Agent shall have the right to Agent records and schedules, which show direct the status issuer(s) of the Collateral and Pledged Interests to pay all such cash dividends or Distributions or other matters which affect payment directly to the Collateral; Agent or as otherwise directed by the Agent. (b) verify If an Event of Default shall have occurred and be continuing, then all such Pledged Interests at the Collateral Agent’s option shall be registered in the name of the Agent or its nominee, and inspect the books Agent or its nominee may thereafter exercise (x) all voting and records of Company and make copies of or extracts from the books and records; other rights pertaining to such Pledged Interests and (cy) notify any prospective buyers or transferees of the Collateral of Agent’s interest in the Collateral. Pledgor agrees that Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligationsrights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if the Agent were the absolute owner thereof (b) supplementincluding, amendwithout limitation, restatethe right to exchange at its discretion any and all of the Pledged Interests upon the merger, supersedeconsolidation, reorganization, recapitalization or other fundamental change in the organizational structure of Pledgor, or replace upon the Credit Agreement exercise by Pledgor or the Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depositary, transfer agent, registrar or other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the designated agency upon such terms and conditions under which loans and extensions of credit as it may be made under determine), all without liability except to account for property actually received by it, but the Credit AgreementAgent shall have no duty to exercise any such right, (e) settle, compromise privilege or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect option and shall not be limitedresponsible for any failure to do so or delay in so doing. (c) The rights of the Agent hereunder shall not be conditioned or contingent upon the pursuit by the Agent of any right or remedy against Pledgor or against any other Obligations or against any other Collateral security therefor, impaired guarantee thereof or otherwise affected in right of offset with respect thereto. The Agent shall not be liable for any way by reason failure to demand, collect or realize upon all or any part of (i) the Collateral or for any delay in making demand on Pledgor for doing so, nor shall it be under any obligation to sell or delay in enforcing or failure to enforce, performance or payment otherwise dispose of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property Collateral upon the request of Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons entity or in to take any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor other action whatsoever with respect regard to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor Collateral or any Borrowerpart thereof.

Rights of Agent. Agent may from time to time and at its option (a) require Pledgor to, and Pledgor shall, periodically deliver to Agent records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Agent’s interest in the Collateral. Pledgor agrees that Agent may at any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Loan and Security Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersedesupercede, or replace the Credit Loan and Security Agreement or any other Financing Loan Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Loan and Security Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit Loan and Security Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Loan and Security Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Loan and Security Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any Borrower.

Rights of Agent. Agent may from time to time and at its option (a) At any time when an Early --------------- Amortization Event exists, the Agent may itself notify, or require Pledgor tothe Transferor or the Servicer to notify, the Obligors of Receivables, or any of them, of the ownership of the Transferred Assets by the Purchasers and of the Purchaser Parties' security interest in the Transferor's retained interest (if any) in such Receivables, and Pledgor shalldirect that payments be made directly to the Agent, periodically deliver and the Transferor and the Servicer shall comply, and shall cause the Originator to Agent records and schedulescomply, which show the status of the Collateral and with any such other matters which affect the Collateral; requirement. (b) verify If the Collateral Transferor or the Servicer fails to perform any of its respective agreements or obligations under this Agreement, the Agent or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and inspect the books expenses of the Agent or its designee incurred in connection therewith shall be payable by the Transferor as provided in Section 14.03 and records of Company and make copies of or extracts from the books and records; and 17.01(d). ------------- -------- (c) notify any prospective buyers or transferees of the Collateral of Agent’s interest in the Collateral. Pledgor agrees that Agent may at At any time take such steps as Agent deems reasonably necessary following the earliest to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason occur of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment the occurrence of any Obligationsan Early Amortization Event, (ii) any failurethe commencement of the Amortization Period, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, and (iii) the warranty in Section 9.02 (a) failing to be true, the Agent --------------- is hereby authorized to give notice to the Collection Account Banks, as provided in the Collection Account Letters, and to the Concentration Account Bank, where appropriate, of the transfer to the Agent of exclusive dominion and control over the lock-boxes and related accounts to which the Obligors make payments. The Transferor hereby transfers to the Agent, effective when the Agent shall give notice to such banks, the exclusive dominion and control over such lock-boxes and accounts, and shall take any failure further action that the Agent may reasonably request to obtaineffect such transfer. (d) Each of the Transferor, retain the Servicer and the Purchasers hereby authorizes the Agent, and grants to the Agent, effective upon the occurrence of an Early Amortization Event, an irrevocable power of attorney, with full power of substitution and coupled with an interest, to take in the Agent's name any and all steps which are necessary or preserveadvisable, in the determination of the Agent, to collect all amounts due under any and all Receivables or to perfect or protect its rights therein, including endorsing the Transferor's or the lack of prior enforcement ofServicer's name on checks and other instruments representing Collections, any rights against any person or persons or in any property, (iv) enforcing such Receivables and the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any Borrowerrelated Contracts and executing financing and continuation statements.

Rights of Agent. Agent may from time to time In the event of the occurrence and at its option during the continuance of an Event of Default (a) require Pledgor to, and Pledgor shall, periodically deliver Agent will have the right to Agent records and schedules, which show the status take possession of the Collateral and to maintain such other matters which affect possession on Obligors' premises or to remove the Collateral or any part thereof to such places as Agent may desire. If Agent exercises its right to take possession of the Collateral, Obligors will, upon Agent's demand, assemble the Collateral and make it available to Agent at a place reasonably convenient to both parties; (b) verify Agent shall have, in addition to all other rights provided herein, the Collateral rights and inspect remedies of a secured party under the books and records of Company and make copies of or extracts from the books and recordsUniform Commercial Code; and (c) notify any prospective buyers or transferees of the Collateral of Agent’s interest in the Collateral. Pledgor agrees that Agent may at sell and deliver any time take such steps as Agent deems reasonably necessary to protect Agent’s interest in or all Receivables and to preserve the Collateral. Pledgor hereby consents any or all other security and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (a) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source Collateral held by Agent or for Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in public or private sale, for cash, upon credit or otherwise, at such manner prices and upon such terms as Agent may determine deems advisable, at Agent's sole discretion; and without notice (d) in addition to all other sums due Agent, Obligors will pay to Agent all costs and expenses incurred by Agent, including attorneys' fees, to obtain or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect and shall not be limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or enforce payment of any Obligations, (ii) any failure, neglect Receivables or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligations, or (vi) in the commencement prosecution or defense of any bankruptcy, reorganization; liquidation, dissolution action or receivership proceeding either against Agent or case filed by any Lender or against Pledgor any Obligor concerning any matter arising out of or connected with this Agreement or the Collateral or the Loan Documents or otherwise due pursuant to the terms of this Agreement. Any requirement of reasonable notice shall be met if such notice is mailed postage prepaid to each Obligor at each Obligor's address as set forth herein at least ten (10) days before the time of sale or other disposition. Agent or any BorrowerLender may be the purchaser at any such sale, if it is public, and, in the event Agent or any Lender is the purchaser, Agent or such Lender shall have all the rights of a good faith, bona fide purchaser for value from a secured party after default. The proceeds of sale shall be applied first to all costs and expenses of sale, including attorneys' fees, and second to the payment (in whatever order Agent elects) of all Obligations, and any remaining proceeds shall be applied in accordance with the provisions of Article 9 of the Uniform Commercial Code. Obligors shall remain liable to Agent and the Lenders for any deficiency. Failure by Agent or any Lender to exercise any right, remedy or option under this Agreement or any of the other Loan Documents or in any other agreement between any Obligor and Agent or any Lender, or delay by Agent or any Lender in exercising the same will not operate as a waiver by Agent or any Lender unless it is in writing and signed by such party and then only to the extent specifically stated. Neither Agent nor any Lender nor any party acting as Agent's or any Lender's attorney pursuant to this Agreement shall be liable for any error of judgment or mistake of fact or law. Agent's and Lenders' rights and remedies under this Agreement will be cumulative and not exclusive of any other right or remedy which Agent and Lenders may have. Nothing in this Agreement shall be construed to modify or limit the unconditional right of Agent or any Lender in its sole discretion to demand full or partial payment of the principal of, and interest on, any demand Obligation. The right to make demand on any such demand Obligation shall exist whether or not Obligors are in compliance with the covenants or conditions contained in this Agreement or in any other agreements between Obligors and Agent or any Lender.

Rights of Agent. Agent may from time to time and at its option (a) require Pledgor toIf an Event of Default shall have occurred and be continuing, Agent shall have the right to receive any and Pledgor shall, periodically deliver to Agent records and schedules, which show the status all cash dividends or Distributions or other payments paid in respect of the Collateral and make application thereof to the Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewith, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to direct the issuer(s) of the Pledged Interests to pay all such cash dividends or Distributions or other matters which affect payment directly to the Collateral; Agent or as otherwise directed by the Agent. (b) verify the Collateral If an Event of Default shall have occurred and inspect the books and records be continuing, then any or all such Pledged Interests (including, without limitation, any class of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of Agent’s membership interest in the Collateral. Pledgor agrees that Holding Company) at Agent's option shall be registered in the name of Agent or its nominee, and Agent or its nominee may at any time take thereafter exercise (x) all voting and other rights pertaining to such steps as Agent deems reasonably necessary to protect Agent’s interest in Pledged Interests and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to the Credit Agreement (ay) extend or change the time of payment and/or the manner, place or terms of payment of any and all Obligationsrights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if Agent were the absolute owner thereof (b) supplementincluding, amendwithout limitation, restatethe right to exchange at its discretion any and all of the Pledged Interests upon the merger, supersedeconsolidation, reorganization, recapitalization or other fundamental change in the organizational structure of the Borrower, or replace upon the Credit Agreement exercise by the Borrower or Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests with any committee, depositary, transfer agent, registrar or other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Credit Agreement, (d) modify the designated agency upon such terms and conditions under which loans and extensions of credit as it may be made under the Credit Agreementdetermine), (e) settleall without liability except to account for property actually received by it, compromise but Agent shall have no duty to exercise any such right, privilege or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This Agreement shall remain in full force and effect option and shall not be limitedresponsible for any failure to do so or delay in so doing. (c) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against the Borrower or against any other person or entity which may be or become liable in respect of all or any part of the Obligations or against any other Collateral security therefor, impaired guarantee thereof or otherwise affected in right of offset with respect thereto. Agent shall not be liable for any way by reason failure to demand, collect or realize upon all or any part of (i) the Collateral or for any delay in making demand on Pledgor for doing so, nor shall it be under any obligation to sell or delay in enforcing or failure to enforce, performance or payment otherwise dispose of any Obligations, (ii) any failure, neglect or omission on Agent’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property Collateral upon the request of Pledgor the Borrower or any other party securing the Obligations, (iii) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any person or persons entity or in to take any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor other action whatsoever with respect regard to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor Collateral or any Borrowerpart thereof.

Rights of Agent. 14.01 In the event that Xxxxxxx Xxxxx Capital, a division of Xxxxxxx Xxxxx Business Financial Services Inc. (together with any successor thereto, “Agent”) exercises its rights and remedies (the “Pledge Rights”) during the existence of an Event of Default (as defined in the Pledge Agreement (as defined below)) under and in accordance with that certain Ownership, Pledge, Assignment and Security Agreement among OnCURE, USCC, MICA, the Company, Manager/Member and Agent may from time (the “Pledge Agreement”), delivered in connection with the Credit Agreement, notwithstanding anything contained in this Agreement to time and at its option the contrary: (a) require Pledgor toAgent shall be entitled to remove any or all of the Managers and appoint any representatives of Agent or any other person or entity, as Agent elects, to be the Manager(s) in order to fill the vacancy created by such removal and the Members shall not have the right to remove the Managers so appointed by Agent or to elect any new or additional Managers, and Pledgor shall, periodically deliver to Agent records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify any limitations contained in this Agreement inconsistent with the Collateral and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees provisions of the Collateral Pledge Agreement or this Article shall thereupon be deemed waived, void and of Agent’s interest no further force and effect until all of the Obligations (as defined in the Collateral. Pledgor agrees that Credit Agreement) of the Company to Agent may at any time take such steps as and Agent deems reasonably necessary to protect Agent’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that Agent may at any time or from time to time pursuant to under the Credit Agreement have been fully and finally paid, including, without limitation (ai) extend or change any provision that requires approval of actions by a “Required Interests”, and (ii) provisions requiring the time approval of the “Board of Managers” for certain actions, it being agreed that the Board of Managers may be replaced by a sole Manager at Agent’s option. Following the full and final payment and/or to Agent and Agent of the manner, place or terms of payment of any and all Obligations, (b) supplement, amend, restate, supersede, or replace the Credit Agreement or any other Financing Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit Obligations under the Credit Agreement, (d) modify the terms all such provisions shall be deemed to be reinstated and conditions under which loans and extensions of credit may be made under the Credit Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Obligations and (g) apply any and all payments received from any source by Agent at any time against the Obligations in any order as Agent may determine pursuant to the terms of the Credit Agreement; all of the foregoing in such manner and upon such terms as Agent may determine and without notice to or further consent from Pledgor and without impairing or modifying the terms and conditions of this Agreement which shall remain in full force and effect. This . 14.02 Notwithstanding anything contained in this Agreement to the contrary, all restrictions on transfer and assignability of any Member’s interests in the Company shall remain in full be inapplicable, and of no force and effect and shall effect, as to any transfer of any interests in the Company to Agent (or any nominee affiliate, successor, assignee or transferee thereof) in accordance with the Pledge Agreement. 14.03 Neither the Members nor Managers will amend this Agreement to provide that any limited liability company interests in the Company are not be limited, impaired securities governed by Article 8 of the Uniform Commercial Code or otherwise affected “opt out” of Article 8 of the Uniform Commercial Code. 14.04 The provisions of this Article shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and any future Members or Managers and their respective successors and assigns. 14.05 None of the provisions of this Article XIV or any other provision of this Agreement may be amended in any way by reason of (i) any delay in making demand on Pledgor for which alters, limits, restricts or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on adversely affects Agent’s part ability to perfect any lien uponexercise its Pledge Rights, protect, exercise other rights against, or realize on, any property of Pledgor or any other party securing under the Obligations, (iii) any failure to obtain, retain or preserve, Pledge Agreement or the lack intended result thereof, without the prior written consent of prior enforcement of, any rights against any person or persons or in any property, (iv) the invalidity or unenforceability of any Obligations or rights in any Collateral under the Credit Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Obligations, or (vi) the commencement of any bankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any BorrowerAgent.