PROCEEDING IN THE
NAME OF ANY GRANTOR, THE COLLATERAL AGENT OR OTHERWISE, IN THE COLLATERAL
AGENT'S SOLE DISCRETION, TO ENFORCE ANY OF SUCH GRANTOR'S RIGHTS IN ANY
INTELLECTUAL PROPERTY, IN WHICH EVENT SUCH GRANTOR SHALL, AT THE REQUEST OF THE
COLLATERAL AGENT, DO ANY AND ALL LAWFUL ACTS AND EXECUTE ANY AND ALL DOCUMENTS
REQUIRED BY THE COLLATERAL AGENT IN AID OF SUCH ENFORCEMENT AND SUCH GRANTOR
SHALL PROMPTLY, UPON DEMAND, REIMBURSE AND INDEMNIFY THE COLLATERAL AGENT AS
PROVIDED IN ARTICLE 10 OF THE CREDIT AGREEMENT IN CONNECTION WITH THE EXERCISE
OF ITS RIGHTS UNDER THIS SECTION;
25
(II)
UPON WRITTEN DEMAND FROM THE COLLATERAL AGENT, EACH GRANTOR SHALL
GRANT, ASSIGN, CONVEY OR OTHERWISE TRANSFER TO THE COLLATERAL AGENT AN ABSOLUTE
ASSIGNMENT OF ALL OF SUCH GRANTOR'S RIGHT, TITLE AND INTEREST IN AND TO THE
INTELLECTUAL PROPERTY AND SHALL EXECUTE AND DELIVER TO THE COLLATERAL AGENT SUCH
DOCUMENTS AS ARE NECESSARY OR APPROPRIATE TO CARRY OUT THE INTENT AND PURPOSES
OF THIS AGREEMENT;
(III)
EACH GRANTOR AGREES THAT SUCH A GRANT, CONVEYANCE, TRANSFER,
ASSIGNMENT AND/OR RECORDING SHALL BE APPLIED TO REDUCE THE SECURED OBLIGATIONS
OUTSTANDING ONLY TO THE EXTENT THAT THE COLLATERAL AGENT (OR ANY SECURED PARTY)
RECEIVES CASH PROCEEDS IN RESPECT OF THE SALE OF, OR OTHER REALIZATION UPON, THE
INTELLECTUAL PROPERTY; AND
(IV)
THE COLLATERAL AGENT SHALL HAVE THE RIGHT TO NOTIFY, OR REQUIRE
EACH GRANTOR TO NOTIFY, ANY OBLIGORS WITH RESPECT TO AMOUNTS DUE OR TO BECOME
DUE TO SUCH GRANTOR IN RESPECT OF THE INTELLECTUAL PROPERTY, OF THE EXISTENCE OF
THE SECURITY INTEREST CREATED HEREIN, TO DIRECT SUCH OBLIGORS TO MAKE PAYMENT OF
ALL SUCH AMOUNTS DIRECTLY TO THE COLLATERAL AGENT, AND, UPON SUCH NOTIFICATION
AND AT THE EXPENSE OF SUCH GRANTOR, TO ENFORCE COLLECTION OF ANY SUCH AMOUNTS
AND TO ADJUST, SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT THEREOF, IN THE SAME
MANNER AND TO THE SAME EXTENT AS SUCH GRANTOR MIGHT HAVE DONE.
(B)
IF (I) AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND, BY REASON OF
CURE, WAIVER, MODIFICATION, AMENDMENT OR OTHERWISE, NO LONGER BE CONTINUING,
(II) NO OTHER EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, (III) AN
ASSIGNMENT OR OTHER TRANSFER TO THE COLLATERAL AGENT OF ANY RIGHTS, TITLE AND
INTERESTS IN AND TO THE INTELLECTUAL PROPERTY SHALL HAVE BEEN PREVIOUSLY MADE
AND SHALL HAVE BECOME ABSOLUTE AND EFFECTIVE, AND (IV) THE SECURED OBLIGATIONS
SHALL NOT HAVE BECOME IMMEDIATELY DUE AND PAYABLE, UPON THE WRITTEN REQUEST OF
ANY GRANTOR, THE COLLATERAL AGENT SHALL PROMPTLY EXECUTE AND DELIVER TO SUCH
GRANTOR, AT SUCH GRANTOR'S SOLE COST AND EXPENSE, SUCH ASSIGNMENTS OR OTHER
TRANSFER AS MAY BE NECESSARY TO REASSIGN TO SUCH GRANTOR ANY SUCH RIGHTS, TITLE
AND INTERESTS AS MAY HAVE BEEN ASSIGNED TO THE COLLATERAL AGENT AS AFORESAID,
SUBJECT TO ANY DISPOSITION THEREOF THAT MAY HAVE BEEN MADE BY THE COLLATERAL
AGENT; PROVIDED, AFTER GIVING EFFECT TO SUCH REASSIGNMENT, THE COLLATERAL
AGENT'S SECURITY INTEREST GRANTED PURSUANT HERETO, AS WELL AS ALL OTHER RIGHTS
AND REMEDIES OF THE COLLATERAL AGENT