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 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
8
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 GRANTOR, NOTIFY ACCOUNT DEBTORS AND OTHER PERSONS
OBLIGATED ON THE COLLATERAL THAT AGENT HAS A SECURITY INTEREST THEREIN, AND THAT
PAYMENTS SHALL BE MADE DIRECTLY TO AGENT.
UPON THE REQUEST OF AGENT, 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, GRANTOR 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 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, GRANTOR, AT
ITS OWN EXPENSE, SHALL CAUSE THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS THEN
ENGAGED BY GRANTOR TO PREPARE AND DELIVER TO AGENT AND EACH LENDER AT ANY TIME
AND FROM TIME TO TIME PROMPTLY UPON AGENT'S REQUEST THE FOLLOWING REPORTS WITH
RESPECT TO GRANTOR: (I) A RECONCILIATION OF ALL ACCOUNTS; (II) AN AGING OF ALL
ACCOUNTS; (III) TRIAL BALANCES; AND (IV) A TEST VERIFICATION OF SUCH ACCOUNTS AS
AGENT MAY REQUEST.
GRANTOR, AT ITS OWN EXPENSE, SHALL DELIVER TO AGENT THE
RESULTS OF EACH PHYSICAL