OF THE ACCOUNTS 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 ENDORSEMENT) TO BE HELD AS CASH
COLLATERAL AND APPLIED AS SPECIFIED IN SECTION 7(B) HEREOF, AND (B) SUCH GRANTOR
WILL NOT ADJUST, SETTLE OR COMPROMISE THE AMOUNT OR PAYMENT OF ANY ACCOUNT OR
RELEASE WHOLLY OR PARTLY ANY ACCOUNT DEBTOR OR OBLIGOR THEREOF OR ALLOW ANY
CREDIT OR DISCOUNT THEREON.
IN ADDITION, UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE COLLATERAL AGENT MAY (IN ITS SOLE AND
ABSOLUTE DISCRETION) DIRECT ANY OR ALL OF THE BANKS AND FINANCIAL INSTITUTIONS
WITH WHICH SUCH GRANTOR EITHER MAINTAINS A DEPOSIT ACCOUNT OR A LOCKBOX OR
DEPOSITS THE PROCEEDS OF ANY ACCOUNTS TO SEND IMMEDIATELY TO THE COLLATERAL
AGENT BY WIRE TRANSFER (TO SUCH ACCOUNT AS THE COLLATERAL AGENT SHALL SPECIFY,
OR IN SUCH OTHER MANNER AS THE COLLATERAL AGENT SHALL DIRECT) ALL OR A PORTION
OF SUCH SECURITIES, CASH, INVESTMENTS AND OTHER ITEMS HELD BY SUCH INSTITUTION.
ANY SUCH SECURITIES, CASH, INVESTMENTS AND OTHER ITEMS SO RECEIVED BY THE
COLLATERAL AGENT SHALL (IN THE SOLE AND ABSOLUTE DISCRETION OF THE COLLATERAL
AGENT) BE HELD AS ADDITIONAL COLLATERAL FOR THE OBLIGATIONS OR DISTRIBUTED IN
ACCORDANCE WITH SECTION 7 HEREOF.
(III)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY BREACH OR DEFAULT UNDER ANY MATERIAL LICENSE REFERRED TO IN
SCHEDULE II HERETO BY ANY PARTY THERETO OTHER THAN A GRANTOR, THE GRANTOR PARTY
THERETO WILL, PROMPTLY AFTER OBTAINING KNOWLEDGE THEREOF, GIVE THE COLLATERAL
AGENT WRITTEN NOTICE OF THE NATURE AND DURATION THEREOF, SPECIFYING WHAT ACTION,
IF ANY, IT HAS TAKEN AND PROPOSES TO TAKE WITH RESPECT THERETO AND THEREAFTER
WILL TAKE REASONABLE STEPS TO PROTECT AND PRESERVE ITS RIGHTS AND REMEDIES IN
RESPECT OF SUCH BREACH OR DEFAULT, OR WILL OBTAIN OR ACQUIRE AN APPROPRIATE
SUBSTITUTE LICENSE.
(IV)
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
EACH GRANTOR WILL, AT ITS EXPENSE, PROMPTLY DELIVER TO THE COLLATERAL AGENT A
COPY OF EACH NOTICE OR OTHER COMMUNICATION RECEIVED BY IT BY WHICH ANY OTHER
PARTY TO ANY MATERIAL LICENSE REFERRED TO IN SCHEDULE II HERETO PURPORTS TO
EXERCISE ANY OF ITS RIGHTS OR AFFECT ANY OF ITS OBLIGATIONS THEREUNDER, TOGETHER
WITH A COPY OF ANY REPLY BY SUCH GRANTOR THERETO.
(V)
EACH GRANTOR WILL EXERCISE PROMPTLY AND
DILIGENTLY EACH AND EVERY RIGHT WHICH IT MAY HAVE UNDER EACH MATERIAL LICENSE
(OTHER THAN ANY RIGHT OF TERMINATION) AND WILL DULY PERFORM AND OBSERVE IN ALL
RESPECTS ALL OF ITS OBLIGATIONS UNDER EACH MATERIAL LICENSE AND WILL TAKE ALL
ACTION REASONABLY NECESSARY TO MAINTAIN SUCH LICENSES IN FULL FORCE AND EFFECT.
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, NO GRANTOR WILL, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT, CANCEL, TERMINATE, AMEND OR
OTHERWISE MODIFY IN ANY RESPECT, OR WAIVE ANY PROVISION OF, ANY MATERIAL