AGREEMENTS TO BE PERFORMED OR OBSERVED BY IT, ENFORCE THE BORROWER ASSIGNED
AGREEMENTS ON BEHALF OF THE BORROWER IN ACCORDANCE WITH THEIR TERMS AND TAKE ALL
ACTION AS MAY FROM TIME TO TIME BE REQUESTED BY THE BUYER IN ORDER TO ACCOMPLISH
THE FOREGOING, AND (II) UPON THE REQUEST OF AND AS DIRECTED BY THE BUYER, MAKE
SUCH DEMANDS AND REQUESTS TO ANY OTHER PARTY TO THE BORROWER ASSIGNED AGREEMENTS
AS ARE PERMITTED TO BE MADE BY THE SERVICER THEREUNDER.
(L)
LICENSE FOR USE OF SOFTWARE AND OTHER INTELLECTUAL PROPERTY.
UNLESS EXPRESSLY PROHIBITED BY THE LICENSOR THEREOF OR ANY PROVISION OF
APPLICABLE LAW, IF ANY, THE SERVICER HEREBY GRANTS TO THE BUYER (AND TO THE
ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS AS ASSIGNEE OF THE BUYER) A
LIMITED LICENSE TO USE, WITHOUT CHARGE, THE SERVICER'S COMPUTER PROGRAMS,
SOFTWARE, PRINTOUTS AND OTHER COMPUTER MATERIALS, TECHNICAL KNOWLEDGE OR
PROCESSES, DATA BASES, MATERIALS, TRADEMARKS, REGISTERED TRADEMARKS, TRADEMARK
APPLICATIONS, SERVICE MARKS, REGISTERED SERVICE MARKS, SERVICE MARK
APPLICATIONS, PATENTS, PATENT APPLICATIONS, TRADE NAMES, RIGHTS OF USE OF ANY
NAME, LABELS, FICTITIOUS NAMES, INVENTIONS, DESIGNS, TRADE SECRETS, GOODWILL,
REGISTRATIONS, COPYRIGHTS, COPYRIGHT APPLICATIONS, PERMITS, LICENSES,
FRANCHISES, CUSTOMER LISTS, CREDIT FILES, CORRESPONDENCE, AND ADVERTISING
MATERIALS OR ANY PROPERTY OF A SIMILAR NATURE, AS IT PERTAINS TO THE TRANSFERRED
RECEIVABLES AND THE OTHER BORROWER COLLATERAL, OR ANY RIGHTS TO ANY OF THE
FOREGOING, ONLY AS REASONABLY REQUIRED IN CONNECTION WITH THE COLLECTION OF THE
TRANSFERRED RECEIVABLES AND THE ADVERTISING FOR SALE, AND SELLING ANY OF THE
BORROWER COLLATERAL, OR EXERCISING OF ANY OTHER REMEDIES WITH RESPECT THERETO,
AND THE SERVICER AGREES THAT ITS RIGHTS UNDER ALL LICENSES AND FRANCHISE
AGREEMENTS SHALL INURE TO THE BUYER (AND TO THE ADMINISTRATIVE AGENT ON BEHALF
OF THE LENDERS AS ASSIGNEE OF THE BUYER) FOR PURPOSES OF THE LICENSE GRANTED
HEREIN.
EXCEPT UPON THE OCCURRENCE AND DURING THE CONTINUATION OF A TERMINATION
EVENT, THE BUYER AGREES NOT TO USE (AND SHALL CAUSE THE ADMINISTRATIVE AGENT TO
COVENANT NOT TO USE) ANY SUCH LICENSE WITHOUT GIVING THE SERVICER PRIOR WRITTEN
NOTICE.
(M)
DEPOSIT OF COLLECTIONS.
THE SERVICER SHALL (AND SHALL CAUSE EACH
OF ITS AFFILIATES TO) (I) INSTRUCT ALL OBLIGORS TO REMIT ALL PAYMENTS WITH
RESPECT TO ANY TRANSFERRED RECEIVABLES DIRECTLY INTO A LOCKBOX OR COLLECTION
ACCOUNT, AND (II) DEPOSIT OR CAUSE TO BE DEPOSITED PROMPTLY INTO A LOCKBOX OR
COLLECTION ACCOUNT, AND IN ANY EVENT NO LATER THAN THE FIRST BUSINESS DAY AFTER
RECEIPT THEREOF, ALL COLLECTIONS IT MAY RECEIVE IN RESPECT OF TRANSFERRED
RECEIVABLES (AND UNTIL SO DEPOSITED, ALL SUCH COLLECTIONS SHALL BE HELD IN TRUST
FOR THE BENEFIT OF BUYER AND ITS ASSIGNS (INCLUDING THE ADMINISTRATIVE AGENT AND
THE LENDERS).
THE SERVICER SHALL NOT MAKE OR PERMIT TO BE MADE DEPOSITS INTO A
LOCKBOX OR A COLLECTION ACCOUNT OTHER THAN IN ACCORDANCE WITH THIS
38
Agreement and the other Related Documents.
Without limiting the generality of
the foregoing, the Servicer shall take reasonable steps to assure that no
Collections or other proceeds with respect to a Receivable reconveyed to