THE COLLATERAL AGENT, TO TAKE
ALL COMMERCIALLY REASONABLE ACTIONS NECESSARY, WHETHER BY SUIT, PROCEEDING OR
OTHER ACTION, TO PREVENT THE INFRINGEMENT, COUNTERFEITING, UNFAIR COMPETITION,
DILUTION, DIMINUTION IN VALUE OF OR OTHER DAMAGE TO ANY OF THE INTELLECTUAL
PROPERTY COLLATERAL BY ANY PERSON.
23
ARTICLE VII
CERTAIN PROVISIONS CONCERNING RECEIVABLES
SECTION 7.1.
MAINTENANCE OF RECORDS.
EACH PLEDGOR SHALL KEEP AND
MAINTAIN AT ITS OWN COST AND EXPENSE COMPLETE RECORDS OF EACH RECEIVABLE, IN A
MANNER CONSISTENT WITH PRUDENT BUSINESS PRACTICE, INCLUDING RECORDS OF ALL
PAYMENTS RECEIVED, ALL CREDITS GRANTED THEREON, ALL MERCHANDISE RETURNED AND ALL
OTHER DOCUMENTATION RELATING THERETO.
EACH PLEDGOR SHALL, AT SUCH PLEDGOR'S
SOLE COST AND EXPENSE, UPON THE COLLATERAL AGENT'S DEMAND MADE AT ANY TIME AFTER
THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, DELIVER ALL
TANGIBLE EVIDENCE OF RECEIVABLES, INCLUDING ALL DOCUMENTS EVIDENCING RECEIVABLES
AND ANY BOOKS AND RECORDS RELATING THERETO TO THE COLLATERAL AGENT OR TO ITS
REPRESENTATIVES (COPIES OF WHICH EVIDENCE AND BOOKS AND RECORDS MAY BE RETAINED
BY SUCH PLEDGOR).
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT
OF DEFAULT, THE COLLATERAL AGENT MAY TRANSFER A FULL AND COMPLETE COPY OF ANY
PLEDGOR'S BOOKS, RECORDS, CREDIT INFORMATION, REPORTS, MEMORANDA AND ALL OTHER
WRITINGS RELATING TO THE RECEIVABLES TO AND FOR THE USE BY ANY PERSON THAT HAS
ACQUIRED OR IS CONTEMPLATING ACQUISITION OF AN INTEREST IN THE RECEIVABLES OR
THE COLLATERAL AGENT'S SECURITY INTEREST THEREIN WITHOUT THE CONSENT OF ANY
PLEDGOR.
SECTION 7.2.
LEGEND.
EACH PLEDGOR SHALL LEGEND, AT THE REQUEST OF
THE COLLATERAL AGENT AND IN FORM AND MANNER SATISFACTORY TO THE COLLATERAL
AGENT, THE RECEIVABLES AND THE OTHER BOOKS, RECORDS AND DOCUMENTS OF SUCH
PLEDGOR EVIDENCING OR PERTAINING TO THE RECEIVABLES WITH AN APPROPRIATE
REFERENCE TO THE FACT THAT THE RECEIVABLES HAVE BEEN ASSIGNED TO THE COLLATERAL
AGENT FOR THE BENEFIT OF THE SECURED PARTIES AND THAT THE COLLATERAL AGENT HAS A
SECURITY INTEREST THEREIN.
SECTION 7.3.
MODIFICATION OF TERMS, ETC.
NO PLEDGOR SHALL RESCIND
OR CANCEL ANY OBLIGATIONS EVIDENCED BY ANY RECEIVABLE OR MODIFY ANY TERM THEREOF
OR MAKE ANY ADJUSTMENT WITH RESPECT THERETO EXCEPT IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PRUDENT BUSINESS PRACTICE, OR EXTEND OR RENEW ANY SUCH
OBLIGATIONS EXCEPT IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PRUDENT
BUSINESS PRACTICE OR COMPROMISE OR SETTLE ANY DISPUTE, CLAIM, SUIT OR LEGAL
PROCEEDING RELATING THERETO OR SELL ANY RECEIVABLE OR INTEREST THEREIN EXCEPT IN
THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PRUDENT BUSINESS PRACTICE
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT.
EACH PLEDGOR SHALL
TIMELY FULFILL ALL OBLIGATIONS ON ITS PART TO BE FULFILLED UNDER OR IN
CONNECTION WITH THE RECEIVABLES.
SECTION 7.4.
COLLECTION.
EACH PLEDGOR SHALL CAUSE TO BE COLLECTED
FROM THE ACCOUNT DEBTOR OF EACH OF THE RECEIVABLES, AS AND WHEN DUE IN THE
ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PRUDENT BUSINESS PRACTICE
(INCLUDING RECEIVABLES THAT ARE DELINQUENT, SUCH RECEIVABLES TO BE COLLECTED IN
ACCORDANCE WITH GENERALLY ACCEPTED COMMERCIAL COLLECTION PROCEDURES), ANY AND
ALL AMOUNTS OWING UNDER