OF ANY
OF SUCH GRANTOR'S RIGHTS IN SUCH INTELLECTUAL PROPERTY BY OTHERS AND FOR THAT
PURPOSE AGREES TO DILIGENTLY MAINTAIN ANY ACTION, SUIT OR PROCEEDING AGAINST ANY
PERSON SO INFRINGING AS SHALL BE NECESSARY TO PREVENT SUCH INFRINGEMENT OR
VIOLATION;
(II)
UPON WRITTEN DEMAND FROM THE COLLATERAL AGENT, EACH GRANTOR SHALL
GRANT, ASSIGN, CONVEY OR OTHERWISE TRANSFER TO THE COLLATERAL AGENT OR SUCH
COLLATERAL AGENT'S DESIGNEE 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 AN 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;
(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;
(V)
ALL AMOUNTS AND PROCEEDS (INCLUDING CHECKS AND OTHER INSTRUMENTS)
RECEIVED BY GRANTOR IN RESPECT OF AMOUNTS DUE TO SUCH GRANTOR IN RESPECT OF THE
COLLATERAL OR ANY PORTION THEREOF SHALL BE RECEIVED IN TRUST FOR THE BENEFIT OF
THE COLLATERAL AGENT HEREUNDER, SHALL BE SEGREGATED FROM OTHER FUNDS OF SUCH
GRANTOR AND SHALL BE FORTHWITH PAID OVER OR DELIVERED TO THE COLLATERAL AGENT IN
THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENT) TO BE HELD AS CASH
COLLATERAL AND APPLIED AS PROVIDED BY SECTION 9.7 HEREOF; PROVIDED, HOWEVER,
THAT UNTIL THE DISCHARGE OF FIRST LIEN OBLIGATIONS HAS OCCURRED, THE
REQUIREMENTS FOR DELIVERY UNDER THIS PARAGRAPH SHALL BE DEEMED TO HAVE BEEN
SATISFIED BY DELIVERY OF SUCH COLLATERAL TO THE FIRST LIEN COLLATERAL AGENT; AND
(VI)
GRANTOR SHALL NOT ADJUST, SETTLE OR COMPROMISE THE AMOUNT OR
PAYMENT OF ANY SUCH AMOUNT OR RELEASE WHOLLY OR PARTLY ANY OBLIGOR WITH RESPECT
THERETO OR ALLOW ANY CREDIT OR DISCOUNT THEREON.
30
(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