16
AS SUCH GRANTOR OR THE COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO
ENFORCE COLLECTION OF RECEIVABLES AND RELATED CONTRACTS; PROVIDED, HOWEVER, THAT
THE COLLATERAL AGENT SHALL HAVE THE RIGHT AT ANY TIME, SUBJECT TO THE RIGHTS OF
THE COLLATERAL MONITORING AGENT UNDER THE REVOLVER SECURITY AGREEMENT AND THE
REVOLVER INTERCREDITOR AGREEMENT AND THE TERM COLLATERAL AGENT UNDER THE TERM
SECURITY AGREEMENT AND THE GENERAL INTERCREDITOR AGREEMENT, UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT AND UPON WRITTEN NOTICE TO
SUCH GRANTOR OF ITS INTENTION TO DO SO, TO NOTIFY THE OBLIGORS UNDER ANY
RECEIVABLES AND RELATED CONTRACTS OF THE ASSIGNMENT OF SUCH RECEIVABLES AND
RELATED CONTRACTS TO THE COLLATERAL AGENT AND TO DIRECT SUCH OBLIGORS TO MAKE
PAYMENT OF ALL AMOUNTS DUE OR TO BECOME DUE TO SUCH GRANTOR THEREUNDER DIRECTLY
TO THE COLLATERAL AGENT AND, UPON SUCH NOTIFICATION AND AT THE EXPENSE OF SUCH
GRANTOR, TO ENFORCE COLLECTION OF ANY SUCH RECEIVABLES AND RELATED CONTRACTS, TO
ADJUST, SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT THEREOF, IN THE SAME MANNER
AND TO THE SAME EXTENT AS SUCH GRANTOR MIGHT HAVE DONE, AND TO OTHERWISE
EXERCISE ALL RIGHTS WITH RESPECT TO SUCH RECEIVABLES AND RELATED CONTRACTS,
INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH SET FORTH IN SECTION 9-607 OF THE
UCC.
AFTER RECEIPT BY ANY GRANTOR OF THE NOTICE FROM THE COLLATERAL AGENT
REFERRED TO IN THE PROVISO TO THE PRECEDING SENTENCE, (I) ALL AMOUNTS AND
PROCEEDS (INCLUDING, WITHOUT LIMITATION, INSTRUMENTS) RECEIVED BY SUCH GRANTOR
IN RESPECT OF THE RECEIVABLES AND RELATED CONTRACTS OF SUCH GRANTOR SHALL BE
RECEIVED IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT HEREUNDER, SHALL BE
SEGREGATED FROM OTHER FUNDS OF SUCH GRANTOR AND SHALL BE FORTHWITH PAID OVER TO
THE COLLATERAL AGENT IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY
INDORSEMENT) TO BE DEPOSITED IN THE COLLATERAL ACCOUNT AND EITHER (A) RELEASED
TO SUCH GRANTOR SO LONG AS NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING OR (B) IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
APPLIED AS PROVIDED IN SECTION 20(B) AND (II) SUCH GRANTOR WILL NOT ADJUST,
SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT OF ANY RECEIVABLE OR AMOUNT DUE ON
ANY OR RELATED CONTRACT, RELEASE WHOLLY OR PARTLY ANY OBLIGOR THEREOF OR ALLOW
ANY CREDIT OR DISCOUNT THEREON.
NO GRANTOR WILL PERMIT OR CONSENT TO THE
SUBORDINATION OF ITS RIGHT TO PAYMENT UNDER ANY OF THE RECEIVABLES AND RELATED
CONTRACTS TO ANY OTHER INDEBTEDNESS OR OBLIGATIONS OF THE OBLIGOR THEREOF.
Section 11. As to Intellectual Property Collateral.
Subject to the rights of
the Term Collateral Agent under the Term Security Agreement and the General
Intercreditor Agreement:
(A) WITH RESPECT TO EACH ITEM OF ITS INTELLECTUAL PROPERTY COLLATERAL MATERIAL
TO THE BUSINESS OF THE GRANTORS, EACH GRANTOR AGREES TO TAKE, AT ITS EXPENSE,
ALL REASONABLE STEPS, AND SHALL NOT KNOWINGLY OMIT TO DO ANY ACT, INCLUDING,
WITHOUT LIMITATION, IN THE U.S. PATENT AND TRADEMARK OFFICE, THE U.S. COPYRIGHT
OFFICE AND