GRANTOR AND SHALL BE
FORTHWITH PAID OVER TO THE SECURED PARTY 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 SECURED PARTY 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 SECURED PARTY BY WIRE TRANSFER (TO SUCH
ACCOUNT AS THE SECURED PARTY SHALL SPECIFY, OR IN SUCH OTHER MANNER AS THE
SECURED PARTY 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 SECURED PARTY SHALL (IN THE
SOLE AND ABSOLUTE DISCRETION OF THE SECURED PARTY) 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 SECURED PARTY 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)
EACH GRANTOR WILL, AT ITS EXPENSE, PROMPTLY DELIVER TO THE SECURED
PARTY 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.
NO GRANTOR WILL,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTY, CANCEL, TERMINATE, AMEND
OR OTHERWISE MODIFY IN ANY RESPECT, OR WAIVE ANY PROVISION OF, ANY MATERIAL
LICENSE REFERRED TO IN SCHEDULE II HERETO.
(G)
TRANSFERS AND OTHER LIENS.
(I)
NO GRANTOR WILL SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE),
LEASE, LICENSE, EXCHANGE OR OTHERWISE TRANSFER OR DISPOSE OF ANY OF THE
COLLATERAL, EXCEPT (A)