DAYS NOTIFY THE
COLLATERAL AGENT THEREOF, AND UPON REQUEST BY THE COLLATERAL AGENT WILL
PROMPTLY, AND IN ANY EVENT WITHIN THIRTY (30) DAYS (UNLESS OTHERWISE EXTENDED AT
THE DISCRETION OF THE COLLATERAL AGENT) DELIVER SUCH INSTRUMENT TO THE
COLLATERAL AGENT APPROPRIATELY ENDORSED TO THE ORDER OF THE COLLATERAL AGENT AS
FURTHER SECURITY HEREUNDER.
3.4
DIRECTION TO ACCOUNT DEBTORS; CONTRACTING PARTIES, ETC.
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, IF THE COLLATERAL
AGENT SO DIRECTS ANY ASSIGNOR, SUCH ASSIGNOR AGREES (X) TO CAUSE ALL PAYMENTS ON
ACCOUNT OF THE RECEIVABLES AND CONTRACTS TO BE MADE DIRECTLY TO THE COLLATERAL
AGENT OR, UPON DIRECTION OF THE COLLATERAL AGENT, TO A SEPARATE CASH COLLATERAL
ACCOUNT ESTABLISHED WITH RESPECT TO SUCH ASSIGNOR, (Y) THAT THE COLLATERAL AGENT
MAY, AT ITS OPTION, DIRECTLY NOTIFY THE OBLIGORS WITH RESPECT TO ANY RECEIVABLES
AND/OR UNDER ANY CONTRACTS TO MAKE PAYMENTS WITH RESPECT THERETO AS PROVIDED IN
PRECEDING CLAUSE (X), AND (Z) THAT THE COLLATERAL AGENT MAY ENFORCE COLLECTION
OF ANY SUCH RECEIVABLES AND CONTRACTS AND MAY ADJUST, SETTLE OR COMPROMISE THE
AMOUNT OF PAYMENT THEREOF, IN THE SAME MANNER AND TO THE SAME EXTENT THAT SUCH
ASSIGNOR MIGHT HAVE DONE, AND, WITHOUT NOTICE TO OR ASSENT BY SUCH ASSIGNOR, THE
COLLATERAL AGENT MAY APPLY ANY OR ALL AMOUNTS THEN IN, OR THEREAFTER DEPOSITED
IN, ANY CASH COLLATERAL SO PAID TO THE COLLATERAL AGENT OR ACCOUNT IN THE MANNER
PROVIDED IN SECTION 8.5.
THE COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES) OF COLLECTION, WHETHER INCURRED BY AN ASSIGNOR OR THE
COLLATERAL AGENT, SHALL BE BORNE BY THE APPLICABLE ASSIGNOR.
ARTICLE IV
SPECIAL PROVISIONS CONCERNING MARKS
4.1
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
EACH ASSIGNOR
REPRESENTS AND WARRANTS TO THE COLLATERAL AGENT AS OF THE DATE HEREOF (OR, IN
THE CASE OF AN ASSIGNOR MADE PARTY HERETO PURSUANT TO ITS EXECUTION OF A
SUPPLEMENT HERETO IN ACCORDANCE WITH SECTION 14.2(D), AS OF THE DATE OF SUCH
SUPPLEMENT) THAT (A) IT IS THE TRUE AND LAWFUL EXCLUSIVE OWNER OF THE
REGISTRATIONS AND PENDING APPLICATIONS FOR MARKS LISTED UNDER ITS NAME IN
SCHEDULE 4.1, EXCEPT WHERE THE FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT, (B) SAID LISTED REGISTRATIONS AND PENDING
APPLICATIONS FOR MARKS INCLUDE ALL THE REGISTRATIONS OR PENDING APPLICATIONS IN
THE UNITED STATES PATENT AND TRADEMARK OFFICE THAT SUCH ASSIGNOR NOW OWNS IN
CONNECTION WITH ITS BUSINESS, (C) TO ITS KNOWLEDGE, IT OWNS OR IS LICENSED TO
USE ALL MARKS THAT IT USES, EXCEPT WHERE THE FAILURE TO DO SO COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL
10
ADVERSE EFFECT, (D) EXCEPT AS INDICATED ON SCHEDULE 4.1, IT IS AWARE OF NO THIRD
PARTY CLAIM THAT ANY ASPECT OF SUCH ASSIGNOR'S PRESENT OR CONTEMPLATED BUSINESS
OPERATIONS INFRINGES OR WILL INFRINGE ANY MARK IN ANY MANNER THAT IS REASONABLY
LIKELY TO HAVE A MATERIAL ADVERSE EFFECT, (E) THE MARKS LISTED UNDER ITS NAME IN
SCHEDULE 4.1 ARE SUBSISTING, HAVE NOT BEEN CANCELED, AND, TO ITS KNOWLEDGE,
VALID,