MAY (AND, AT THE COLLATERAL AGENT'S DIRECTION, WILL) TAKE SUCH ACTION AS
SUCH GRANTOR OR THE COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO ENFORCE
COLLECTION OR PERFORMANCE OF THE ACCOUNTS; PROVIDED, HOWEVER, THAT THE
COLLATERAL AGENT SHALL HAVE THE RIGHT AT ANY TIME, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO NOTIFY THE ACCOUNT DEBTORS OR
OBLIGORS UNDER ANY ACCOUNTS OF THE ASSIGNMENT OF SUCH ACCOUNTS TO THE COLLATERAL
AGENT AND TO DIRECT SUCH ACCOUNT DEBTORS OR OBLIGORS TO MAKE PAYMENT OF ALL
AMOUNTS DUE OR TO BECOME DUE TO SUCH GRANTOR THEREUNDER DIRECTLY TO THE
COLLATERAL AGENT OR ITS DESIGNATED AGENT AND, UPON SUCH NOTIFICATION AND AT THE
EXPENSE OF SUCH GRANTOR AND TO THE EXTENT PERMITTED BY LAW, TO ENFORCE
COLLECTION OF ANY SUCH ACCOUNTS 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.
AFTER RECEIPT BY A GRANTOR OF A NOTICE FROM THE COLLATERAL
AGENT THAT THE COLLATERAL AGENT HAS NOTIFIED, INTENDS TO NOTIFY, OR HAS ENFORCED
OR INTENDS TO ENFORCE A GRANTOR'S RIGHTS AGAINST THE ACCOUNT DEBTORS OR OBLIGORS
UNDER ANY ACCOUNTS AS REFERRED TO IN THE PROVISO TO THE IMMEDIATELY PRECEDING
SENTENCE, (A) ALL AMOUNTS AND PROCEEDS (INCLUDING INSTRUMENTS) RECEIVED BY SUCH
GRANTOR IN RESPECT OF THE ACCOUNTS 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 TO THE COLLATERAL
AGENT IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY ENDORSEMENT) TO BE
HELD AS CASH COLLATERAL AND APPLIED AS SPECIFIED IN SECTION 7(B) HEREOF, AND
(B) SUCH GRANTOR WILL NOT ADJUST, SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT OF
ANY ACCOUNT OR RELEASE WHOLLY OR PARTLY ANY ACCOUNT DEBTOR OR OBLIGOR THEREOF OR
ALLOW ANY CREDIT OR DISCOUNT THEREON.
IN ADDITION, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE COLLATERAL AGENT MAY (IN ITS
SOLE AND ABSOLUTE DISCRETION) DIRECT ANY OR ALL OF THE BANKS AND FINANCIAL
INSTITUTIONS WITH WHICH SUCH GRANTOR EITHER MAINTAINS A DEPOSIT ACCOUNT OR A
LOCKBOX OR DEPOSITS THE PROCEEDS OF ANY ACCOUNTS TO SEND IMMEDIATELY TO THE
COLLATERAL AGENT BY WIRE TRANSFER (TO SUCH ACCOUNT AS THE COLLATERAL AGENT SHALL
SPECIFY, OR IN SUCH OTHER MANNER AS THE COLLATERAL AGENT SHALL DIRECT) ALL OR A
PORTION OF SUCH SECURITIES, CASH, INVESTMENTS AND OTHER ITEMS HELD BY SUCH
INSTITUTION.
ANY SUCH SECURITIES, CASH, INVESTMENTS AND OTHER ITEMS SO RECEIVED
BY THE COLLATERAL AGENT SHALL (IN THE SOLE AND ABSOLUTE DISCRETION OF THE
COLLATERAL AGENT) BE HELD AS ADDITIONAL COLLATERAL FOR THE OBLIGATIONS OR
DISTRIBUTED IN ACCORDANCE WITH SECTION 7 HEREOF.
(III)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY BREACH OR
DEFAULT UNDER ANY MATERIAL LICENSE REFERRED TO IN SCHEDULE II HERETO BY ANY
PARTY THERETO OTHER THAN A GRANTOR, THE GRANTOR PARTY THERETO WILL, PROMPTLY
AFTER OBTAINING KNOWLEDGE THEREOF,