Common use of Additional Collateral Provisions Clause in Contracts

Additional Collateral Provisions. (a) It is expressly agreed by Borrower that, notwithstanding anything herein to the contrary, Borrower shall remain liable under each item of Collateral consisting of a contract, instrument, permit or license to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any such contract, instrument, permit or license (between Borrower and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower, (ii) to make any payment or inquiry, or (iii) to take any action of any kind 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 under or pursuant to any such contract, instrument, permit or license. (b) After the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause the certified public accountant then engaged by Borrower to prepare and deliver to Lender promptly upon Lender’s reasonable request, the following reports: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Lender may request. Lender shall be permitted to observe and consult with Borrower’s accountants in the performance of these tasks. (c) For the purpose of enabling Lender to exercise its rights and remedies under the Loan Documents, Borrower hereby grants to Lender an irrevocable, non-exclusive license (exercisable upon the occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to Borrower) to use, transfer, license or sublicense any Intellectual Property now owned, licensed to, or hereafter acquired by Borrower, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer and automatic machinery software and programs used for the compilation or printout thereof, and represents, promises and agrees that any such license or sublicense is not and will not be in conflict with the contractual or commercial rights of any third Person; provided, that such license will terminate upon the termination of the Lender’s Liens in the Collateral. (d) Lender shall have no duty of care with respect to the Collateral except that Lender shall exercise reasonable care with respect to the Collateral in Lender’s custody. Lender shall be deemed to have exercised reasonable care if such property is accorded treatment substantially equal to that which Lender accords its own property or if Lender takes such action with respect to the Collateral as Borrower shall request or agree to in writing provided that neither failure to comply with any such request nor any omission to do any such act requested by Borrower shall be deemed a failure to exercise reasonable care. Lender’s failure to take steps to preserve rights against any parties or property shall not be deemed to be failure to exercise reasonable care with respect to the Collateral in Lender’s custody. All risk, loss, damage or destruction of the Collateral shall be borne by Borrower.

Additional Collateral Provisions. (a) It is expressly agreed by Borrower that, notwithstanding anything herein to the contrary, Borrower each Secured Credit Party shall remain liable under each item of Collateral consisting of a contract, instrument, permit or license to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender Agent shall have no obligation or liability whatsoever to any Person under any such contract, instrument, permit or license (between Borrower the Secured Credit Party and any Person other than LenderAgent) by reason of or arising out of the execution, delivery or performance of this Agreementthe Financing Documents, and Lender Agent shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrowera Secured Credit Party, (ii) to make any payment or inquiry, or (iii) to take any action of any kind 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 under or pursuant to any such contract, instrument, permit or license. (b) After the occurrence and during the continuance of an Event of DefaultDefault so long as there are Revolving Loan Outstandings, Borrower, at its own expense, shall cause the certified public accountant then engaged by Borrower to prepare and deliver to Lender Agent at any time and from time to time, promptly upon Lender’s reasonable Agent's request, the following reportsreports for all Secured Credit Parties: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts as Lender Agent may request. Lender Borrower, at its own expense, shall cause its certified independent public accountants to deliver to Agent the results of any physical verifications of all or any portion of any inventory made or observed by such accountants when and if such verification is conducted. Agent shall be permitted to observe and consult with Borrower’s 's accountants in the performance of these tasks. (c) For the purpose of enabling Lender to exercise its rights and remedies under the Loan Documents, Borrower hereby grants to Lender an irrevocable, non-exclusive license (exercisable upon the occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to Borrower) to use, transfer, license or sublicense any Intellectual Property now owned, licensed to, or hereafter acquired by Borrower, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer and automatic machinery software and programs used for the compilation or printout thereof, and represents, promises and agrees that any such license or sublicense is not and will not be in conflict with the contractual or commercial rights of any third Person; provided, that such license will terminate upon the termination of the Lender’s Liens in the Collateral. (d) Lender Agent shall have no duty of care with respect to the Collateral except that Lender Agent shall exercise reasonable care with respect to the Collateral in Lender’s custodyAgent's custody or in the collection of Collateral that Agent chooses to collect. Lender shall be deemed to have exercised reasonable care if such property is accorded treatment substantially equal to that which Lender Agent accords its own property or if Lender Agent takes such action with respect to the Collateral as Borrower shall request or agree to in writing provided that neither failure to comply with any such request nor any omission to do any such act requested by Borrower shall be deemed a failure to exercise reasonable care. Lender’s Agent's failure to take steps to preserve rights against any parties or property shall not be deemed to be failure to exercise reasonable care with respect to the Collateral in Lender’s Agent's custody. All risk, loss, damage or destruction of the Collateral shall be borne by BorrowerBorrower and other Credit Parties.

Additional Collateral Provisions. (a) It is expressly agreed by Borrower that, notwithstanding anything herein to the contrary, Borrower shall remain liable under each item of Collateral consisting of a contract, instrument, permit or license to observe and perform all the conditions and obligations to be observed and performed by it thereunder, and Lender shall have no obligation or liability whatsoever to any Person under any such contract, instrument, permit or license (between Borrower and any Person other than Lender) by reason of or arising out of the execution, delivery or performance of this Agreement, and Lender shall not be required or obligated in any manner (i) to perform or fulfill any of the obligations of Borrower, (ii) to make any payment or inquiry, or (iii) to take any action of any kind 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 under or pursuant to any such contract, instrument, permit or license. (b) After Upon the request of Lender, after the occurrence and during the continuance of an Event of Default, Borrower, at its own expense, shall cause the certified public accountant then engaged by Borrower to prepare and deliver to Lender at any time and from time to time, promptly upon Lender’s reasonable request, the following reports: (i) a reconciliation of all AccountsAccounts and statement of Inventory; (ii) an aging of all Accounts; (iii) trial balances; and (iv) test verifications of such Accounts and Inventory as Lender may request. Borrower, at its own expense, shall cause its certified independent public accountants to deliver to Lender the results of any physical verifications of all or any portion of any Inventory made or observed by such accountants when and if such verification is conducted. Lender shall be permitted to observe and consult with Borrower’s accountants in the performance of these tasks. (c) For the purpose of enabling Lender to exercise its rights and remedies under the Loan Documents, Borrower hereby grants to Lender an irrevocable, non-exclusive license (exercisable upon the occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to Borrower) to use, transfer, license or sublicense any Intellectual Property now owned, licensed to, or hereafter acquired by Borrower, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer and automatic machinery software and programs used for the compilation or printout thereof, and represents, promises and agrees that any such license or sublicense is not and will not be in conflict with the contractual or commercial rights of any third Person; provided, that such license will terminate upon the termination of the Lender’s Liens in the Collateral. Promptly upon the request of the Lender, and in no event later than thirty (30) days after such request, Borrower shall execute and deliver to Lender a Patent Security Agreement and shall execute and deliver all such other documents and make all filings and take all such other action necessary to grant to Lender a first priority security interest in all Intellectual Property owned or possessed by Borrower. Borrower will maintain and keep good and valid title to, and protect against infringement by others of, all of the Intellectual Property necessary for the current and planned future conduct of its business and the manufacture and production of its products. (d) Lender shall have no duty of care with respect to the Collateral except that Lender shall exercise reasonable care with respect to the Collateral in Lender’s custody. Lender shall be deemed to have exercised reasonable care if such property is accorded treatment substantially equal to that which Lender accords its own property or if Lender takes such action with respect to the Collateral as Borrower shall request or agree to in writing provided that neither failure to comply with any such request nor any omission to do any such act requested by Borrower shall be deemed a failure to exercise reasonable care. Lender’s failure to take steps to preserve rights against any parties or property shall not be deemed to be failure to exercise reasonable care with respect to the Collateral in Lender’s custody. All risk, loss, damage or destruction of the Collateral shall be borne by Borrower.