Common use of The Agent's and Lenders' Rights, Duties and Liabilities Clause in Contracts

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Grantor from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the Grantor. (b) 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of 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. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, 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 Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (d) Agent may at any time in Agent’s own name or in the name of Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s request the following reports with respect to Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Each Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Secured Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the such Grantor from any of the Secured Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Majority Lenders shall, without notice to or consent from the any Grantor, xxx sxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the such Grantor for the Secured Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the such Grantor. (b) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, 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. Neither the Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by the Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither the Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of such 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. (c) The Agent may at any time after an Event of Default has occurred and be is continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to such Grantor, notify Account Debtors, and other Persons obligated on the Collateral that the Agent has a security interest therein, and that payments shall be made directly to the Agent, for itself and the benefit of the Lenders. Upon the request of the Agent, such 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 such Grantor shall not give any contrary instructions to such Account Debtor or other Person without the Agent’s prior written consent. (d) The Agent may at any time in any Grantor’s or an assumed name or, after the occurrence of and during the continuance of an Event of Default in the Agent’s own name or in the name of Grantor name, communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to the Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor (or such other accounting firm as may be reasonably acceptable to the Agent if applicable law, in the reasonable opinion of such Grantor, prevents such Grantor’s independent accountant from providing such services) to prepare and deliver to the Agent and each Lender at any time and from time to time promptly upon the Agent’s request the following reports with respect to such Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than as the Other Affiliate Accounts) as Agent may request. Each Grantor, at its own expense, shall deliver to the Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Each Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the any Grantor from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the any Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the any Grantor for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the any Grantor. (b) It is expressly agreed by each Grantor 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 all the conditions and obligations to be observed and performed by it thereunder. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment 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. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to any Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, each Grantor shall so notify Account Debtors and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, the such Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (d) Agent may at any time in Agent’s own name or in the name of any Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s reasonable satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s request the following reports with respect to such Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Secured Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Grantor from any of the Secured Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor for the Secured Obligations or under the Credit Agreement Guaranty or any other agreement now or hereafter existing between the Agent, Agent and/or any Lender and the Grantor. (b) 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of 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. (c) Agent may at any time after a Default or an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to Grantor, notify Account Debtorsaccount debtors, and other Persons obligated on the Collateral that Agent has a security interest Lien therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, Grantor shall so notify Account Debtors account debtors and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor account debtor or other Person obligated on the Collateral, the no Grantor shall not give any contrary instructions to such Account Debtor account debtor or other Person without Agent’s prior written consent. (d) Agent may at any time in Agent’s own name or in the name of Grantor communicate with Account DebtorsGrantor’s account debtors, parties to Contracts Grantor’s contracts and obligors in respect of Grantor’s Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Grantor’s Contracts, Accounts), payment intangibles, Instruments or Chattel Paper. If an a Default or Event of Default shall have occurred and be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s request the following reports with respect to Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts)and Contracts ; (ii) an aging of all Accounts (other than the Other Affiliate Accounts)and Contracts; (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) and Contracts as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor Each Loan Party assumes all responsibility and liability arising from or relating to the use, sale, license sale or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s Liens or to collect or realize upon any of the Collateral, nor shall loss of or damage to any of the Collateral release the Grantor any Loan Party from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Majority Lenders shall, without notice to or consent from any of the GrantorLoan Parties, xxx sue upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, compositions or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor any Loan Party for the Obligations or under the Credit this Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the Grantorany Loan Party. (b) It is expressly agreed by Grantor each Loan Party that, anything herein to the contrary notwithstanding, Grantor such Loan Party shall remain liable under each of its leases, agreements, contracts and licenses (each of its licenses a “Contract” and collectively, the “Contracts”) to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Each Loan Party further agrees to enforce the terms and provisions of its Contracts in accordance with their terms, and not to waive, amend or modify any provision thereof in any manner other than in the ordinary course of business of such Loan Party in accordance with past practices and for a valid economic or other business reason benefitting such Loan Party (provided that in no event may any waiver, amendment or modification be made that could reasonably be expected to have a Material Adverse Effect). At the request of the Agent, a Loan Party will deliver copies of each material Contract to which it is a party and each material amendment or modification thereof to the Agent promptly upon the execution and delivery thereof. Neither the Agent nor any Lender shall have any obligation or liability under any contract or license Contract by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by the Agent or any Lender of any payment relating to any contract or license Contract pursuant hereto. Neither the Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of Grantor a Loan Party under or pursuant to any contract or licenseContract, 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 licenseContract, 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. (c) The Agent may at any time after an Event of Default has shall have occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following)continuing, without prior notice to Grantorthe applicable Loan Party, notify Account Debtors, parties to the Contracts of such Loan Party and other Persons obligated on obligors in respect of Instruments and Chattel Paper of such Loan Party, that the Collateral that Agent has a security Accounts of such Loan Party and the right, title and interest thereinof such Loan Party in and under such Contracts, Instruments and Chattel Paper have been assigned to the Agent, and that payments shall be made directly to the Agent, for itself and the benefit of the Lenders. Upon the request of the Agent, Grantor a Loan Party shall so notify Account Debtors Debtors, parties to Contracts of such Loan Party and other Persons obligated on Collateral. Once any obligors in respect of Instruments and Chattel Paper of such notice has been given to any Account Debtor or other Person obligated on the Collateral, the Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consentLoan Party. (d) The Agent may at any time during the continuance of a Default or Event of Default in the Agent’s own name or in the name of Grantor the applicable Loan Party communicate with Account Debtors, parties to Contracts Contracts, obligors in respect of Instruments and obligors in respect of Instruments Chattel Paper to verify with such Persons, to the Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate any such Accounts), payment intangiblesContracts, Instruments or Chattel Paper. If an a Default or Event of Default shall have occurred and be continuing, Grantoreach Loan Party, at its own expense, shall cause the independent certified public accountants then engaged by Grantor such Loan Party to prepare and deliver to the Agent and each Lender at any time and from time to time promptly upon the Agent’s request the following reports with respect to Grantorsuch Loan Party: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts)of such Loan Party; (ii) an aging of all Accounts (other than the Other Affiliate Accounts)of such Loan Party; (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.and

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Each Grantor assumes all responsibility and liability arising from or relating to the use, sale, license sale or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon any of the Collateral, nor shall loss of or damage to any of the Collateral release the any Grantor from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from any of the GrantorGrantors, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, compositions or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor Grantors for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the any Grantor. (b) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, such Grantor shall remain liable under each of its leases, agreements, contracts and licenses (each of its licenses a "Contract" and collectively, the "Contracts") to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Neither Each Grantor further agrees to enforce the terms and provisions of its Contracts in accordance with their terms, and not to waive, amend or modify any provision thereof in any manner other than in the ordinary course of business of such Grantor in accordance with past practices and for a valid economic reason benefiting such Grantor (provided that in no event may any waiver, amendment or modification be made that could reasonably be expected to have a Material Adverse Effect). At the request of the Agent, a Grantor will deliver copies of each material Contract to which it is a party and each material amendment or modification thereof to the Agent promptly upon the execution and delivery thereof. None of the Agent nor any Lender shall have any obligation or liability under any contract or license Contract by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license Contract pursuant hereto. Neither None of the Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of a Grantor under or pursuant to any contract or licenseContract, 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 licenseContract, 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. (c) The Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, 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 Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (d) Agent may at any time in Agent’s own name or in the name of Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, without prior notice to the applicable Grantor, notify Account Debtors, parties to the Contracts of such Grantor and obligors in respect of Instruments and Chattel Paper of such Grantor, that the Accounts of such Grantor and the right, title and interest of such Grantor in and under such Contracts, Instruments and Chattel Paper have been assigned to the Agent, and that payments shall be made directly to the Agent, for the benefit of the Secured Parties. Upon the written request of the Agent, a Grantor shall so notify Account Debtors, parties to Contracts of such Grantor and obligors in respect of Instruments and Chattel Paper of such Grantor. (d) The Agent may at any time in the Agent's own name or in the name of the applicable 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 Agent's satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper. The Agent will not exercise the rights provided for in the previous sentence unless it deems it necessary to do so in the exercise of its reasonable credit judgment and only after having given the Parent notice and an opportunity to verify and reconcile outstanding balances and terms and, prior to any communication with any such Account Debtor or other Person, the Agent shall give the Parent notice thereof. Upon the Agent's notifying the Parent of its decision to communicate directly with one or more of the Persons set forth above and while the Parent is working to verify and reconcile the information with such Persons the Agent may exclude all Accounts of the applicable Account Debtors from the Borrowing Base of each applicable Grantor. If a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to the Agent and each Lender at any time and from time to time promptly upon Agent’s the request of the Agent the following reports with respect to such Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts)of such Grantor; (ii) an aging of all Accounts (other than the Other Affiliate Accounts)of such Grantor; (iii) trial balances; and (iv) a test verification of such Accounts (other than of such Grantor as the Other Affiliate Accounts) as Agent may request. Each Grantor, at its own expense, shall deliver to the Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor Borrower assumes all responsibility and liability arising from or relating to the use, sale, license sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral. Neither the Agent, nor any Lender, nor any of their respective officers, directors, employees or agents shall be liable or responsible in any way for the safekeeping of any of the Collateral, Pledged Collateral or Guarantor Collateral, or for any loss or damage thereto, or for any diminution in the value thereof, or for any act of default of any warehouseman, carrier, forwarding agency or other person whomsoever, all of which shall be at the Borrower's sole risk. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, Pledged Collateral or Guarantor Collateral, nor shall loss of or damage to the Collateral, Pledged Collateral or Guarantor Collateral release the Grantor Borrower from any of the Obligations. Following Upon the occurrence and during the continuation continuance of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Majority Lenders shall, without notice to or consent from the GrantorBorrower, xxx sue upon or otherwise collect, extend the time for payment of, modify or amend ox xmend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, Pledged Collateral or Guarantor Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor Borrower for the Obligations or under the Credit this Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the GrantorBorrower. (b) 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of 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. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, 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 Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (d) Agent may at any time in Agent’s own name or in the name of Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s request the following reports with respect to Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor Borrower assumes all responsibility and liability arising from or relating to the use, sale, license sale or other disposition of the Collateral, Pledged Collateral or Guarantor Collateral. Neither the Agent, nor any Lender, nor any of their respective officers, directors, employees or agents shall be liable or responsible in any way for the safekeeping of any of the Collateral, Pledged Collateral or Guarantor Collateral, or for any loss or damage thereto, or for any diminution in the value thereof, or for any act of default of any warehouseman, carrier, forwarding agency or other person whomsoever, all of which shall be at the Borrower's sole risk. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, Pledged Collateral or Guarantor Collateral, nor shall loss of or damage to the Collateral, Pledged Collateral or Guarantor Collateral release the Grantor Borrower from any of the Obligations. Following Upon the occurrence and during the continuation continuance of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Majority Lenders shall, without notice to or consent from the GrantorBorrower, xxx upon sue xxxn or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, Pledged Collateral or Guarantor Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor Borrower for the Obligations or under the Credit this Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the GrantorBorrower. (b) 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of 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. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, 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 Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (d) Agent may at any time in Agent’s own name or in the name of Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s request the following reports with respect to Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor Each Borrower assumes all responsibility and liability arising from or relating to the use, sale, license sale or other disposition of the Collateral. Neither the Agent, nor any Lender, nor any of their respective officers, directors, employees or agents shall be liable or responsible in any way for the safekeeping of any of the Collateral, or for any loss or damage thereto, or for any diminution in the value thereof, or for any act of default of any warehouseman, carrier, forwarding agency or other person whomsoever, all of which shall be at the Borrowers' sole risk. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Grantor any Borrower from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the The Agent may (but shall not be required to)may, and at the direction of the Required Majority Lenders shall, without notice to or consent from the Grantorany Borrower, xxx upon sue xxxn or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor any Borrower for the Obligations or under the Credit this Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the Grantorany Borrower. (b) 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of 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. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, 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 Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (d) Agent may at any time in Agent’s own name or in the name of Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s request the following reports with respect to Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor assumes Credit Parties assume all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Grantor Borrower or any other Credit Party from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the GrantorCredit Parties, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor Credit Parties for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the GrantorBorrower and any other Credit Party, provided, however, that any amounts received pursuant to any actions taken pursuant to this Section 17(a) shall be credited, net of costs of collection, to the Obligations in accordance with the terms of the Credit Agreement. (b) It is expressly agreed by Grantor the Credit Parties that, anything herein to the contrary notwithstanding, Grantor the Credit Parties shall remain liable under each of its contracts and each of its licenses (to the extent such contracts and licenses remain in effect) to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto, except where Agent has expressly agreed otherwise. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of Grantor any Credit Party 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. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to GrantorBorrower, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, Grantor each of the Credit Parties shall so notify their respective 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 Grantor Credit Parties shall not give any contrary instructions to such Account Debtor or other Person without Agent’s 's prior written consent. (d) Agent may at any time in Agent’s 's own name or in the name of Grantor a Credit Party communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s 's satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an a Default or Event of Default shall have occurred and be continuing, Grantorthe Credit Parties, at its their own expense, shall cause the independent certified public accountants then engaged by Grantor such Credit Parties to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s 's request the following reports with respect to Grantor: such Credit Party: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. GrantorThe Credit Parties, at its their own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor a Credit Party 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.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor Each Borrower assumes all responsibility and liability arising from or relating to the use, sale, license sale or other disposition of the Collateral. Neither the Agent, nor any Lender, nor any of their respective officers, directors, employees or agents shall be liable or responsible in any way for the safekeeping of any of the Collateral, or for any act or failure to act with respect to the Collateral, or for any loss or damage thereto, or for any diminution in the value thereof, or for any act of default of any warehouseman, carrier, forwarding agency or other Person whomsoever, all of which shall be at the Borrowers' sole risk; provided, however, that the Agent shall be responsible for the safekeeping of Collateral consisting of certificates representing shares of capital stock pledged and delivered to the Agent by any Borrower. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Grantor any Borrower from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the The Agent may (but shall not be required to)may, and at the direction of the Required Majority Lenders shall, without notice to or consent from the Grantorany Borrower, xxx upon sue xxxn or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor any Borrower for the Obligations or under the Credit this Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the Grantorany Borrower. (b) 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of 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. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, 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 Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (d) Agent may at any time in Agent’s own name or in the name of Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s request the following reports with respect to Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Secured Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Grantor from any of the Secured Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Majority Lenders shall, without notice to or consent from the Grantor, xxx sxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor for the Secured Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the Grantor. (b) 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. Neither the Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by the Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither the Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of Grantor under or pursuant to any 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. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, 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 Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (d) Agent may at any time in Agent’s own name or in the name of Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s request the following reports with respect to Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Each Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the any Grantor from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the any Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the any Grantor for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the any Grantor. (b) It is expressly agreed by Grantor 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 all the conditions and obligations to be observed and performed by it thereunder. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment 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. (c) Agent may at any time after a Default or an Event of Default has occurred and be is continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to any Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, each Grantor shall so notify Account Debtors and other Persons obligated on the Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, the no Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s 's prior written consent. (d) Agent may at any time in Agent’s 's own name or in the name of a Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s 's satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s 's request the following reports with respect to such Grantor: : (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Each Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Secured Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the any Grantor from any of the its Secured Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the any Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the any Grantor for the Secured Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the any Grantor. (b) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment 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. (c) Agent may at any time after a Default or an Event of Default has occurred and be is continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to any Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, each Grantor shall so notify Account Debtors and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, the no Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s 's prior written consent. (d) Agent may at any reasonable time in Agent’s 's own name or in the name of any Grantor communicate with such Grantor's Account Debtors, parties to such Grantor's Contracts and obligors in respect of such Grantor's Instruments to verify with such Persons, to Agent’s 's reasonable satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate such Grantor's Accounts), payment intangibles, Instruments or Chattel Paper. If an a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s 's request the following reports with respect to such Grantor: : (i) a reconciliation of all Accounts (other than the Other Affiliate such Grantor's Accounts); (ii) an aging of all Accounts (other than the Other Affiliate such Grantor's Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) of such Grantor as Agent may request. Sufficient hard copies or an electronic version of all such information shall be delivered to the Agent by the applicable Grantor to enable the Agent to deliver such information to each Lender. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Each Grantor assumes all responsibility and liability arising from or relating to the use, sale, license sale or other disposition of the Collateral, except for such liability resulting from the gross negligence or willful misconduct of the Agent or any Lender. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral or Equipment release the any Grantor from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Majority Lenders shall, without notice to or consent from the any Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the CollateralCollateral and Equipment, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the any Grantor for the Obligations or under the Credit Loan Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the any Grantor. (b) It is expressly agreed by each Grantor 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 all the conditions and obligations to be observed and performed by it thereunder. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment 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. (c) Agent Bank of America or Agent, whichever shall hold the senior Lien with respect to any Collateral at any time after a Default or Event of Default (the entity in such position the "Senior Lienholder"), may at any time after an a Default or Event of Default has shall have occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following)continuing, without prior notice to any Grantor, notify Account Debtors, parties to the Contracts and other Persons obligated on obligors in respect of Instruments and Chattel Paper, that the Collateral that Agent has a security Accounts and the right, title and interest thereinof each Grantor in and under such Contracts, Instruments and Chattel Paper have been assigned to Senior Lienholder, and that payments shall be made directly to AgentSenior Lienholder, for itself and the benefit of LendersLenders or the lenders under the Revolving Credit Agreement, as applicable. Upon the request of AgentSenior Lienholder during the existence of an Event of Default, each Grantor shall so notify Account Debtors Debtors, parties to Contracts and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, the Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consentobligors in respect of Instruments and Chattel Paper. (d) Agent may at any time in Agent’s 's own name or in the name of any Grantor communicate with Account Debtors, parties to Contracts Contracts, obligors in respect of Instruments and obligors in respect of Instruments Chattel Paper to verify with such Persons, to Agent’s 's satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate any such Accounts), payment intangiblesContracts, Instruments or Chattel Paper. If an a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s 's request the following reports with respect to such Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor Each Loan Party assumes all responsibility and liability arising from or relating to the use, sale, license sale or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon any of the Collateral, nor shall loss of or damage to any of the Collateral release the Grantor any Loan Party from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Majority Lenders shall, without notice to or consent from any of the GrantorLoan Parties, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, compositions or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor any Loan Party for the Obligations or under the Credit this Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the Grantorany Loan Party. (b) It is expressly agreed by Grantor each Loan Party that, anything herein to the contrary notwithstanding, Grantor such Loan Party shall remain liable under each of its leases, agreements, contracts and licenses (each of its licenses a "Contract" and collectively, the "Contracts") to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Each Loan Party further agrees to enforce the terms and provisions of its Contracts in accordance with their terms, and not to waive, amend or modify any provision thereof in any manner other than in the ordinary course of business of such Loan Party in accordance with past practices and for a valid economic or other business reason benefitting such Loan Party (provided that in no event may any waiver, amendment or modification be made that could reasonably be expected to have a Material Adverse Effect). At the request of the Agent, a Loan Party will deliver copies of each material Contract to which it is a party and each material amendment or modification thereof to the Agent promptly upon the execution and delivery thereof. Neither the Agent nor any Lender shall have any obligation or liability under any contract or license Contract by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by the Agent or any Lender of any payment relating to any contract or license Contract pursuant hereto. Neither the Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of Grantor a Loan Party under or pursuant to any contract or licenseContract, 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 licenseContract, 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. (c) The Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, 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 Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (d) Agent may at any time in Agent’s own name or in the name of Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, Grantorwithout prior notice to the applicable Loan Party, notify Account Debtors, parties to the Contracts of such Loan Party and obligors in respect of Instruments and Chattel Paper of such Loan Party, that the Accounts of such Loan Party and the right, title and interest of such Loan Party in and under such Contracts, Instruments and Chattel Paper have been assigned to the Agent, and that payments shall be made directly to the Agent, for itself and the benefit of the Lenders. Upon the request of the Agent, a Loan Party shall so notify Account Debtors, parties to Contracts of such Loan Party and obligors in respect of Instruments and Chattel Paper of such Loan Party. (d) The Agent may at any time during the continuance of a Default or Event of Default in the Agent's own name or in the name of the applicable Loan Party 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 Agent's satisfaction, the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper. If a Default or Event of Default shall have occurred and be continuing, each Loan Party, at its own expense, shall cause the independent certified public accountants then engaged by Grantor such Loan Party to prepare and deliver to the Agent and each Lender at any time and from time to time promptly upon the Agent’s 's request the following reports with respect to Grantorsuch Loan Party: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts)of such Loan Party; (ii) an aging of all Accounts (other than the Other Affiliate Accounts)of such Loan Party; (iii) trial balances; and (iv) a test verification of such Accounts (other than of such Loan Party as the Other Affiliate Accounts) as Agent may request. GrantorEach Loan Party, at its own expense, shall deliver to the Agent the results of each physical verification, if any, which Grantor such Loan Party 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.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Grantor from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the Grantor. (b) 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of 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. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following)is continuing, without prior notice to Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, after an Event of Default has occurred and is continuing, Grantor shall so notify Account Debtors and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, the Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s 's prior written consent. (d) Agent may at any time in Agent’s own name or in the name of Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s 's request the following reports with respect to Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor Each Borrower assumes all responsibility and liability arising from or relating to the use, sale, license sale or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Grantor any Borrower from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Majority Lenders shall, without notice to or consent from the GrantorBorrowers, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor Borrowers for the Obligations or under the Credit this Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the Grantor. (b) It Borrowers. The Agent is expressly agreed by Grantor that, anything herein required to exercise reasonable care in the contrary notwithstanding, Grantor shall remain liable under each custody and preservation 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of Grantor under or pursuant Collateral in its possession; provided, however, the Agent shall be deemed to any contract or license, or to make any payment, or to make any inquiry as to have exercised reasonable care in the nature or the sufficiency custody and preservation of any payment received by of the Collateral, if it or takes such action for that purpose as MFC reasonably requests in writing at times other than upon the sufficiency occurrence and during the continuance of any performance by Event of Default, but failure of the Agent to comply with 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 such request at any time or times. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, 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 Grantor shall not give any contrary instructions in itself be deemed a failure to such Account Debtor or other Person without Agent’s prior written consentexercise reasonable care. (d) Agent may at any time in Agent’s own name or in the name of Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, Grantor, at its own expense, shall cause the independent certified public accountants then engaged by Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s request the following reports with respect to Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Each Grantor assumes all responsibility and liability arising from or relating to the use, sale, license sale or other disposition of the Collateral, except for such liability resulting from the gross negligence or willful misconduct of either of the Co-Agents or any Lender. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral or Equipment release the any Grantor from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the any Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the CollateralCollateral and Equipment, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the any Grantor for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the any Grantor. (b) It is expressly agreed by each Grantor 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 all the conditions and obligations to be observed and performed by it thereunder. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment 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. (c) Agent may at any time after an a Default or Event of Default has shall have occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following)continuing, without prior notice to any Grantor, notify Account Debtors, parties to the Contracts and other Persons obligated on obligors in respect of Instruments and Chattel Paper, that the Collateral that Agent has a security Accounts and the right, title and interest thereinof each Grantor in and under such Contracts, Instruments and Chattel Paper have been assigned to Agent, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of AgentAgent during the existence of an Event of Default, each Grantor shall so notify Account Debtors Debtors, parties to Contracts and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, the Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consentobligors in respect of Instruments and Chattel Paper. (d) Agent may at any time in Agent’s 's own name or in the name of any Grantor communicate with Account Debtors, parties to Contracts Contracts, obligors in respect of Instruments and obligors in respect of Instruments Chattel Paper to verify with such Persons, to Agent’s 's satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate any such Accounts), payment intangiblesContracts, Instruments or Chattel Paper. If an a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s 's request the following reports with respect to such Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Each Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Secured Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the any Grantor from any of the Secured Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the any Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the any Grantor for the Secured Obligations or under the Credit Agreement Guaranty or any other agreement now or hereafter existing between the Agent, Agent and/or any Lender and the any Grantor. (b) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment 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. (c) Agent may at any time after a Default or an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to GrantorGrantors, notify Account Debtorsaccount debtors, and other Persons obligated on the Collateral that Agent has a security interest Lien therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, Grantor shall so notify Account Debtors account debtors and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor account debtor or other Person obligated on the Collateral, the no Grantor shall not give any contrary instructions to such Account Debtor account debtor or other Person without Agent’s prior written consent. (d) Agent may at any time in Agent’s own name or in the name of any Grantor communicate with Account Debtorssuch Grantor’s account debtors, parties to Contracts such Grantor’s contracts and obligors in respect of such Grantor’s Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate such Grantor’s Contracts, Accounts), payment intangibles, Instruments or Chattel Paper. If an a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s request the following reports with respect to such Grantor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts)and Contracts ; (ii) an aging of all Accounts (other than the Other Affiliate Accounts)and Contracts; (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) and Contracts as Agent may request. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Each Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the such Grantor from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the Grantorany Grantor(s). (b) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of such 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. (c) Agent may at any time after a Default or an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to any Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, each Grantor shall so notify Account Debtors and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, the such Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s 's prior written consent. (d) Agent may at any time time, after the occurrence and during the continuance of a Default or an Event of Default, in Agent’s 's own name or in the name of any Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s 's satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s 's request the following reports with respect to such Grantor: : (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Each Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Secured Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the any Grantor from any of the its Secured Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the any Grantor, xxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the any Grantor for the Secured Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the any Grantor. (b) It is expressly agreed by each Grantor that, anything herein to the contrary notwithstanding, 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. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment 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. (c) Agent may at any time after a Default or an Event of Default has occurred and be is continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to any Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, each Grantor shall so notify Account Debtors and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, the no Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s 's prior written consent. (d) Agent may at any reasonable time in Agent’s 's own name or in the name of any Grantor communicate with such Grantor's Account Debtors, parties to such Grantor's Contracts and obligors in respect of such Grantor's Instruments to verify with such Persons, to Agent’s 's reasonable satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate such Grantor's Accounts), payment intangibles, Instruments or Chattel Paper. If an a Default or Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s 's request the following reports with respect to such Grantor: : (i) a reconciliation of all Accounts (other than the Other Affiliate such Grantor's Accounts); ; (ii) an aging of all Accounts (other than the Other Affiliate such Grantor's Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) of such Grantor as Agent may request. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Grantor assumes Obligors assume all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Grantor Borrower or any other Obligor from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the GrantorObligors, xxx sxx upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Grantor any Obligor for the Obligations or under the Credit Agreement any Loan Document or any other agreement now or hereafter existing between the Agent and/or any Lender and the GrantorBorrower and any other Obligor, provided, however, that any amounts received pursuant to any actions taken pursuant to this Section 17(a) shall be credited, net of costs of collection, to the Obligations in accordance with the terms of the Second Amended Credit Agreement. (b) It is expressly agreed by Grantor Obligors that, anything herein to the contrary notwithstanding, Grantor each Obligor shall remain liable under each of its contracts and each of its licenses (to the extent such contracts and licenses remain in effect) to observe and perform all the conditions and obligations to be observed and performed by it thereunder. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto, except where Agent has expressly agreed in writing otherwise. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of Grantor any Obligor 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. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to GrantorBorrower, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, Grantor each Obligor shall so notify their respective 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 Grantor Obligors shall not give any contrary instructions to such Account Debtor or other Person without Agent’s prior written consent. (d) Agent may at any time time, in Agent’s own name or in the name of Grantor an Obligor, communicate with Account Debtors, parties to Contracts contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangiblesPayment Intangibles, Instruments or Chattel Paper. If an a Default or Event of Default shall have occurred and be continuing, GrantorObligors, at its their own expense, shall cause the independent certified public accountants then engaged by Grantor such Obligors to prepare and deliver to Agent and each Lender at any time and from time to time time, promptly upon Agent’s request request, the following reports with respect to Grantoreach Obligor: (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. GrantorObligors, at its their own expense, shall deliver to Agent the results of each physical verification, if any, which Grantor any Obligor 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.

The Agent's and Lenders' Rights, Duties and Liabilities. (a) The Each Grantor assumes all responsibility and liability arising from or relating to the use, sale, license or other disposition of the Collateral. The Obligations shall not be affected by any failure of the Agent or any Lender to take any steps to perfect the Agent’s 's Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the any Grantor from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Agent may (but shall not be required to), and at the direction of the Required Lenders shall, without notice to or consent from the any Grantor, xxx sue upon or otherwise collect, extend the time for payment of, modify modxxx or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the any Grantor for the Obligations or under the Credit Agreement or any other agreement now or hereafter existing between the Agent and/or any Lender and the any Grantor. (b) It is expressly agreed by each Grantor 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 all the conditions and obligations to be observed and performed by it thereunder. Neither Agent nor any Lender shall have any obligation or liability under any contract or license by reason of or arising out of this Security Agreement or the granting herein of a Lien thereon or the receipt by Agent or any Lender of any payment relating to any contract or license pursuant hereto. Neither Agent nor any Lender shall be required or obligated in any manner to perform or fulfill any of the obligations of any Grantor under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment 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. (c) Agent may at any time after an Event of Default has occurred and be continuing (or if any rights of set-off (other than set-offs against an Account arising under the contract giving rise to the same Account) or contra accounts may be asserted with respect to the following), without prior notice to any Grantor, notify Account Debtors, and other Persons obligated on the Collateral that Agent has a security interest therein, and that payments shall be made directly to Agent, for itself and the benefit of Lenders. Upon the request of Agent, each Grantor shall so notify Account Debtors and other Persons obligated on Collateral. Once any such notice has been given to any Account Debtor or other Person obligated on the Collateral, the such Grantor shall not give any contrary instructions to such Account Debtor or other Person without Agent’s 's prior written consent. (d) Agent may at any time in Agent’s 's own name or in the name of any Grantor communicate with Account Debtors, parties to Contracts and obligors in respect of Instruments to verify with such Persons, to Agent’s 's reasonable satisfaction, the existence, amount and terms of Accounts (other than the Other Affiliate Accounts), payment intangibles, Instruments or Chattel Paper. If an Event of Default shall have occurred and be continuing, each Grantor, at its own expense, shall cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to Agent and each Lender at any time and from time to time promptly upon Agent’s 's request the following reports with respect to such Grantor: : (i) a reconciliation of all Accounts (other than the Other Affiliate Accounts); (ii) an aging of all Accounts (other than the Other Affiliate Accounts); (iii) trial balances; and (iv) a test verification of such Accounts (other than the Other Affiliate Accounts) as Agent may request. Each Grantor, at its own expense, shall deliver to Agent the results of each physical verification, if any, which such Grantor may in its discretion have made, or caused any other Person to have made on its behalf, of all or any portion of its Inventory.