TO THE
ADMINISTRATIVE AGENT'S SATISFACTION THE EXISTENCE, AMOUNT AND TERMS OF ANY
ACCOUNTS OR AMOUNTS DUE UNDER ANY GENERAL INTANGIBLES.
(E)
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT AT ANY TIME UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR SHALL
NOTIFY ACCOUNT DEBTORS THAT THE ACCOUNTS OR PAYMENTS IN RESPECT OF GENERAL
INTANGIBLES HAVE BEEN COLLATERALLY ASSIGNED TO THE ADMINISTRATIVE AGENT AND THAT
PAYMENTS IN RESPECT THEREOF SHALL BE MADE DIRECTLY TO THE ADMINISTRATIVE AGENT.
IN ADDITION, THE ADMINISTRATIVE AGENT MAY AT ANY TIME UPON THE
20
occurrence and during the continuance of an Event of Default so enforce such
Grantor's rights against Account Debtors and obligors of General Intangibles.
(F)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EACH GRANTOR
SHALL REMAIN LIABLE UNDER EACH OF THE ACCOUNTS AND PAYMENTS IN RESPECT OF
GENERAL INTANGIBLES TO OBSERVE AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO
BE OBSERVED AND PERFORMED BY IT THEREUNDER, ALL IN ACCORDANCE WITH THE TERMS OF
ANY AGREEMENT GIVING RISE THERETO. NEITHER THE ADMINISTRATIVE AGENT NOR ANY
OTHER SECURED PARTY SHALL HAVE ANY OBLIGATION OR LIABILITY UNDER ANY AGREEMENT
GIVING RISE TO AN ACCOUNT OR A PAYMENT IN RESPECT OF A GENERAL INTANGIBLE BY
REASON OF OR ARISING OUT OF THIS AGREEMENT OR THE RECEIPT BY ADMINISTRATIVE
AGENT NOR ANY OTHER SECURED PARTY OF ANY PAYMENT RELATING THERETO, NOR SHALL
ADMINISTRATIVE AGENT NOR ANY OTHER SECURED PARTY BE OBLIGATED IN ANY MANNER TO
PERFORM ANY OF THE OBLIGATIONS OF ANY GRANTOR UNDER OR PURSUANT TO ANY AGREEMENT
GIVING RISE TO AN ACCOUNT OR A PAYMENT IN RESPECT OF A GENERAL INTANGIBLE, TO
MAKE ANY PAYMENT, TO MAKE ANY INQUIRY AS TO THE NATURE OR THE SUFFICIENCY OF ANY
PAYMENT RECEIVED BY IT OR AS TO THE SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY
THEREUNDER, TO PRESENT OR FILE ANY CLAIM, TO TAKE ANY ACTION TO ENFORCE ANY
PERFORMANCE OR TO COLLECT THE PAYMENT OF ANY AMOUNTS WHICH MAY HAVE BEEN
ASSIGNED TO IT OR TO WHICH IT MAY BE ENTITLED AT ANY TIME OR TIMES.
Section 5.3 Pledged Collateral.
(A)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, UPON NOTICE BY THE ADMINISTRATIVE AGENT TO THE RELEVANT GRANTOR OR
GRANTORS, (I) THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO RECEIVE ANY AND
ALL CASH DIVIDENDS, PAYMENTS OR OTHER PROCEEDS PAID IN RESPECT OF THE PLEDGED
COLLATERAL AND MAKE APPLICATION THEREOF TO THE OBLIGATIONS IN THE ORDER SET
FORTH IN THE CREDIT AGREEMENT, AND (II) THE ADMINISTRATIVE AGENT OR ITS NOMINEE
MAY EXERCISE (A) ALL VOTING, CONSENT, CORPORATE, PARTNERSHIP OR LIMITED
LIABILITY COMPANY AND OTHER RIGHTS PERTAINING TO THE PLEDGED COLLATERAL AT ANY
MEETING OF SHAREHOLDERS, PARTNERS OR MEMBERS, AS THE CASE MAY BE, OF THE
RELEVANT ISSUER OR ISSUERS OF PLEDGED COLLATERAL OR OTHERWISE AND (B) ANY AND
ALL RIGHTS OF CONVERSION, EXCHANGE AND SUBSCRIPTION AND ANY OTHER RIGHTS,
PRIVILEGES OR OPTIONS PERTAINING TO THE PLEDGED COLLATERAL AS IF IT WERE THE
ABSOLUTE OWNER THEREOF (INCLUDING THE