COST AND EXPENSE, NOTIFY ANY
PARTIES OBLIGATED ON ANY OF THE COLLATERAL TO MAKE PAYMENT TO INVESTOR (OR ITS
DESIGNEE) OF ANY AMOUNTS DUE OR TO BECOME DUE THEREUNDER, AND IN SUCH EVENT,
INVESTOR IS AUTHORIZED TO ENDORSE, IN THE NAME OF BORROWER, ANY ITEM
REPRESENTING ANY PAYMENT ON OR OTHER PROCEEDS OF ANY OF THE COLLATERAL.
BORROWER IRREVOCABLY DIRECTS AND REQUIRES ALL LICENSEES AND ACCOUNT DEBTORS TO
HONOR INVESTOR'S REQUEST FOR DIRECT PAYMENT AND COMPLY WITH ANY SUCH REQUEST,
NOTWITHSTANDING ANY DIRECTIONS OR INSTRUCTIONS TO THE CONTRARY THAT MAY BE GIVEN
BY BORROWER AND AGREES THAT THE COMPLIANCE BY SUCH LICENSEE OR ACCOUNT DEBTOR
WITH THE PROVISIONS OF THIS SECTION SHALL NOT BE DEEMED A VIOLATION OF SUCH
PARTY'S CONTRACTUAL AGREEMENTS WITH BORROWER.
(C)
AFTER DELIVERY TO BORROWER BY INVESTOR OF A
NOTICE THAT AN EVENT OF DEFAULT HAS OCCURRED AND SO LONG AS SUCH EVENT OF
DEFAULT IS CONTINUING: (I) ALL AMOUNTS AND PROCEEDS (INCLUDING INSTRUMENTS)
RECEIVED BY BORROWER IN RESPECT OF ANY COLLATERAL SHALL BE RECEIVED IN TRUST FOR
THE BENEFIT OF INVESTOR HEREUNDER, SHALL BE SEGREGATED FROM OTHER FUNDS OF
BORROWER, AND SHALL BE FORTHWITH PAID OVER TO INVESTOR IN THE SAME FORM AS SO
RECEIVED (WITH ANY NECESSARY ENDORSEMENTS) TO BE HELD AS CASH COLLATERAL AND
APPLIED AS PROVIDED BY THIS SECURITY AGREEMENT; AND (II) BORROWER SHALL NOT
ADJUST, SETTLE, OR COMPROMISE THE AMOUNT OR PAYMENT OF ANY COLLATERAL, OR
RELEASE WHOLLY OR PARTLY ANY ACCOUNT DEBTOR OR OBLIGOR THEREOF, OR ALLOW ANY
CREDIT OR DISCOUNT THEREON.
(D)
AFTER THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, (I) INVESTOR MAY IN ITS OWN NAME OR IN THE
NAME OF OTHERS COMMUNICATE WITH ACCOUNT DEBTORS (INCLUDING CONTRACT PARTIES TO
LICENSE AGREEMENTS AND IN LICENSE AGREEMENTS) IN ORDER TO VERIFY WITH THEM TO
INVESTOR'S REASONABLE SATISFACTION THE EXISTENCE, AMOUNT AND TERMS OF ANY
COLLATERAL AND (II) INVESTOR SHALL HAVE THE RIGHT, AT BORROWER'S COST AND
EXPENSE, TO MAKE TEST VERIFICATIONS OF THE COLLATERAL IN ANY REASONABLE MANNER
AND THROUGH ANY MEDIUM THAT IT CONSIDERS ADVISABLE, AND BORROWER AGREES TO
FURNISH ALL SUCH ASSISTANCE AS INVESTOR MAY REASONABLY REQUIRE IN CONNECTION
THEREWITH.
(E)
ANYTHING CONTAINED HEREIN TO THE CONTRARY
NOTWITHSTANDING, UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF
DEFAULT, INVESTOR SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) TO BRING SUIT,
IN THE NAME OF BORROWER, INVESTOR OR OTHERWISE, TO ENFORCE ANY COLLATERAL, IN
WHICH EVENT BORROWER SHALL, AT THE REQUEST OF INVESTOR, DO ANY AND ALL LAWFUL
ACTS AND EXECUTE ANY AND ALL DOCUMENTS REQUIRED BY INVESTOR IN AID OF SUCH
ENFORCEMENT AND BORROWER SHALL PROMPTLY, UPON DEMAND, REIMBURSE AND INDEMNIFY
INVESTOR AS PROVIDED IN THE LOAN AGREEMENT AND SECTION 19 HEREOF, AS APPLICABLE,
IN CONNECTION WITH THE EXERCISE OF ITS RIGHTS UNDER THIS SECTION 17.
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote such omission.
17
Section 18.
Application of Proceeds.
Except as expressly provided elsewhere in this Agreement, all proceeds received
by