SHALL HAVE
BEEN FULLY PAID, TO THE COLLATERAL AGENT) APPROPRIATELY ENDORSED TO THE ORDER OF
THE APPLICABLE COLLATERAL AGENT AS FURTHER SECURITY HEREUNDER.
SECTION 3.5.
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 THAT THE
COLLATERAL AGENT MAY ENFORCE COLLECTION OF ANY SUCH RECEIVABLES AND CONTRACTS
AND MAY ADJUST, SETTLE OR COMPROMISE THE AMOUNT OF
10
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 10.1.
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.
SECTION 3.6.
FURTHER ACTIONS.
EACH ASSIGNOR WILL, AT ITS OWN EXPENSE,
MAKE, EXECUTE, ENDORSE, ACKNOWLEDGE, FILE AND/OR DELIVER TO THE COLLATERAL AGENT
FROM TIME TO TIME SUCH VOUCHERS, INVOICES, SCHEDULES, CONFIRMATORY ASSIGNMENTS,
CONVEYANCES, FINANCING STATEMENTS, TRANSFER ENDORSEMENTS, POWERS OF ATTORNEY,
CERTIFICATES, REPORTS AND OTHER ASSURANCES OR INSTRUMENTS AND TAKE SUCH FURTHER
STEPS RELATING TO ITS RECEIVABLES, CONTRACTS, INSTRUMENTS, INVESTMENT PROPERTY
AND OTHER PROPERTY OR RIGHTS COVERED BY THE SECURITY INTERESTS HEREBY GRANTED,
AS THE COLLATERAL AGENT MAY REASONABLY REQUIRE.
ARTICLE IV
SPECIAL PROVISIONS CONCERNING MARKS
SECTION 4.1.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
EACH ASSIGNOR
REPRESENTS AND WARRANTS 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 IT IS THE TRUE AND
LAWFUL EXCLUSIVE OWNER OF THE REGISTRATIONS AND PENDING APPLICATIONS FOR MARKS
LISTED UNDER ITS NAME IN SCHEDULE 4.1 AND THAT 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.
EACH ASSIGNOR REPRESENTS AND WARRANTS
THAT, TO ITS KNOWLEDGE, IT OWNS OR IS LICENSED TO USE ALL MARKS THAT IT USES.
EACH ASSIGNOR FURTHER WARRANTS THAT, 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 CAUSE A MATERIAL ADVERSE EFFECT.
EACH
ASSIGNOR FURTHER REPRESENTS AND WARRANTS AS OF THE DATE HEREOF (OR A SUPPLEMENT
HERETO IN ACCORDANCE WITH SECTION 14.2(D), AS OF THE DATE OF SUCH SUPPLEMENT)
THAT THE MARKS LISTED UNDER ITS NAME IN SCHEDULE 4.1 ARE VALID, SUBSISTING, HAVE
NOT BEEN CANCELED, EXCEPT WITH RESPECT TO ANY SUCH MARKS THAT ARE NOT NECESSARY
OR MATERIAL TO THE OPERATION OR FINANCIAL CONDITION OF ASSIGNOR'S BUSINESS.
EACH ASSIGNOR REPRESENTS AND WARRANTS THAT IT OWNS OR IS