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 EXCEPT WHERE SUCH FAILURE COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
NEITHER AGENT NOR ANY LENDER SHALL HAVE ANY OBLIGATION
OR LIABILITY UNDER ANY 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.
(B)
AGENT MAY AT ANY TIME AFTER AN EVENT OF
DEFAULT HAS OCCURRED AND BE CONTINUING (OR IF ANY RIGHTS OF SET-OFF (OTHER THAN
SET-OFFS AGAINST AN ACCOUNT ARISING UNDER THE CONTRACT GIVING RISE TO THE SAME
ACCOUNT) OR CONTRA ACCOUNTS MAY BE ASSERTED WITH RESPECT TO THE FOLLOWING),
WITHOUT PRIOR NOTICE TO THE GRANTORS, NOTIFY ACCOUNT DEBTORS AND OTHER PERSONS
OBLIGATED ON THE COLLATERAL THAT AGENT HAS A SECURITY INTEREST THEREIN, AND THAT
PAYMENTS SHALL BE MADE DIRECTLY TO AGENT.
UPON THE REQUEST OF AGENT, THE
8
GRANTORS SHALL SO NOTIFY ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED ON
COLLATERAL.
ONCE ANY SUCH NOTICE HAS BEEN GIVEN TO ANY ACCOUNT DEBTOR OR OTHER
PERSON OBLIGATED ON THE COLLATERAL, THE GRANTORS SHALL NOT GIVE ANY CONTRARY
INSTRUCTIONS TO SUCH ACCOUNT DEBTOR OR OTHER PERSON WITHOUT AGENT'S PRIOR
WRITTEN CONSENT.
(C)
AGENT MAY AT ANY TIME IN AGENT'S OWN NAME,
IN THE NAME OF A NOMINEE OF AGENT OR IN THE NAME OF ANY GRANTOR COMMUNICATE (BY
MAIL, TELEPHONE, FACSIMILE OR OTHERWISE) WITH ACCOUNT DEBTORS, PARTIES TO
CONTRACTS AND OBLIGORS IN RESPECT OF INSTRUMENTS TO VERIFY WITH SUCH PERSONS, TO
AGENT'S SATISFACTION, THE EXISTENCE, AMOUNT TERMS OF, AND ANY OTHER MATTER
RELATING TO, ACCOUNTS, PAYMENT INTANGIBLES, INSTRUMENTS OR CHATTEL PAPER.
IF A
DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE GRANTORS,
AT THEIR OWN EXPENSE, SHALL CAUSE THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
THEN ENGAGED BY THEM TO PREPARE AND DELIVER TO AGENT AND EACH LENDER AT ANY TIME
AND FROM TIME TO TIME PROMPTLY UPON AGENT'S REQUEST THE FOLLOWING REPORTS WITH
RESPECT TO THE GRANTORS: (I) A RECONCILIATION OF ALL ACCOUNTS; (II) AN AGING