BY A GRANTOR PURSUANT TO THIS SECTION 5(E)
SHALL BE PAID TO THE COLLATERAL AGENT (EXCEPT AS TO WHICH PARAGRAPH (III) OF
THIS SECTION 5(E) IS NOT APPLICABLE), SUCH GRANTOR WILL MAKE OR CAUSE TO BE MADE
THE NECESSARY REPAIRS TO OR REPLACEMENTS OF SUCH EQUIPMENT OR INVENTORY, AND ANY
PROCEEDS OF INSURANCE MAINTAINED BY SUCH GRANTOR PURSUANT TO THIS SECTION 5(E)
SHALL BE PAID BY THE COLLATERAL AGENT TO SUCH GRANTOR AS REIMBURSEMENT FOR THE
COSTS OF SUCH REPAIRS OR REPLACEMENTS.
(III)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, ALL INSURANCE PAYMENTS IN RESPECT OF SUCH
EQUIPMENT OR INVENTORY SHALL BE PAID TO THE COLLATERAL AGENT AND APPLIED AS
SPECIFIED IN SECTION 7(B) HEREOF.
(F)
PROVISIONS CONCERNING THE ACCOUNTS AND
THE LICENSES.
(I)
EACH GRANTOR WILL (A) GIVE THE
COLLATERAL AGENT AT LEAST 30 DAYS' PRIOR WRITTEN NOTICE OF ANY CHANGE IN SUCH
GRANTOR'S NAME, IDENTITY OR ORGANIZATIONAL STRUCTURE, OR ITS JURISDICTION OF
INCORPORATION AS SET FORTH IN SECTION 4(B) HERETO, (B) IMMEDIATELY NOTIFY THE
COLLATERAL AGENT UPON OBTAINING AN ORGANIZATIONAL IDENTIFICATION NUMBER, IF ON
THE DATE HEREOF SUCH GRANTOR DID NOT HAVE SUCH IDENTIFICATION NUMBER, AND (C)
KEEP ADEQUATE RECORDS CONCERNING THE ACCOUNTS AND CHATTEL PAPER AND PERMIT
REPRESENTATIVES OF THE COLLATERAL AGENT DURING NORMAL BUSINESS HOURS ON
REASONABLE NOTICE TO SUCH GRANTOR, TO INSPECT AND MAKE ABSTRACTS FROM SUCH
RECORDS AND CHATTEL PAPER.
(II)
EACH GRANTOR WILL, EXCEPT AS OTHERWISE
PROVIDED IN THIS SUBSECTION (F), CONTINUE TO COLLECT, AT ITS OWN EXPENSE, ALL
AMOUNTS DUE OR TO BECOME DUE UNDER THE ACCOUNTS.
IN CONNECTION WITH SUCH
COLLECTIONS, SUCH GRANTOR MAY (AND, DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, AT THE COLLATERAL AGENT'S DIRECTION, WILL) TAKE SUCH ACTION AS SUCH
GRANTOR OR THE COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO ENFORCE
COLLECTION OR PERFORMANCE OF THE ACCOUNTS; PROVIDED, HOWEVER, THAT THE
COLLATERAL AGENT SHALL HAVE THE RIGHT AT ANY TIME, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO NOTIFY THE ACCOUNT DEBTORS OR
OBLIGORS UNDER ANY ACCOUNTS OF THE ASSIGNMENT OF SUCH ACCOUNTS TO THE COLLATERAL
AGENT AND TO DIRECT SUCH ACCOUNT DEBTORS OR OBLIGORS TO MAKE PAYMENT OF ALL
AMOUNTS DUE OR TO BECOME DUE TO SUCH GRANTOR THEREUNDER DIRECTLY TO THE
COLLATERAL AGENT OR ITS DESIGNATED AGENT AND, UPON SUCH NOTIFICATION AND AT THE
EXPENSE OF SUCH GRANTOR AND TO THE EXTENT PERMITTED BY LAW, TO ENFORCE
COLLECTION OF ANY SUCH ACCOUNTS AND TO ADJUST, SETTLE OR COMPROMISE THE AMOUNT
OR PAYMENT THEREOF, IN THE SAME MANNER AND TO THE SAME EXTENT AS SUCH GRANTOR
MIGHT
11
HAVE DONE.
AFTER RECEIPT BY A GRANTOR OF A NOTICE FROM THE COLLATERAL AGENT
THAT THE COLLATERAL AGENT HAS NOTIFIED, INTENDS TO NOTIFY, OR HAS ENFORCED OR
INTENDS TO ENFORCE A GRANTOR'S RIGHTS AGAINST THE ACCOUNT DEBTORS OR OBLIGORS
UNDER ANY ACCOUNTS AS REFERRED TO IN THE PROVISO TO THE IMMEDIATELY PRECEDING
SENTENCE, (A) ALL AMOUNTS AND PROCEEDS (INCLUDING INSTRUMENTS) RECEIVED BY SUCH
GRANTOR IN RESPECT