COLLATERAL AND FILE ANY CLAIM OR TAKE ANY OTHER ACTION OR
PROCEEDING IN ANY COURT OF LAW OR EQUITY OR OTHERWISE REASONABLY DEEMED
APPROPRIATE BY THE ADMINISTRATIVE AGENT FOR THE PURPOSE OF COLLECTING ANY AND
ALL SUCH MONEYS DUE UNDER ANY RECEIVABLE OR WITH RESPECT TO ANY OTHER COLLATERAL
WHENEVER PAYABLE;
(II)
IN THE CASE OF ANY INTELLECTUAL PROPERTY, EXECUTE AND DELIVER, AND HAVE
RECORDED, ANY AND ALL AGREEMENTS, INSTRUMENTS, DOCUMENTS AND PAPERS AS THE
ADMINISTRATIVE AGENT MAY REASONABLY REQUEST TO EVIDENCE THE ADMINISTRATIVE
AGENT'S AND THE OTHER SECURED PARTIES' SECURITY INTEREST IN SUCH INTELLECTUAL
PROPERTY AND THE GOODWILL AND GENERAL INTANGIBLES OF SUCH GRANTOR RELATING
THERETO OR REPRESENTED THEREBY;
(III)
PAY OR DISCHARGE TAXES AND LIENS LEVIED OR PLACED ON OR THREATENED
AGAINST THE COLLATERAL, EFFECT ANY REPAIRS OR ANY INSURANCE CALLED FOR BY THE
TERMS OF THIS AGREEMENT AND PAY ALL OR ANY PART OF THE PREMIUMS THEREFOR AND THE
COSTS THEREOF;
21
(IV)
EXECUTE, IN CONNECTION WITH ANY SALE PROVIDED FOR IN SECTION 6.6 OR 6.7,
ANY INDORSEMENTS, ASSIGNMENTS OR OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER
WITH RESPECT TO THE COLLATERAL; AND
(V)
(I) DIRECT ANY PARTY LIABLE FOR ANY PAYMENT UNDER ANY OF THE COLLATERAL
TO MAKE PAYMENT OF ANY AND ALL MONEYS DUE OR TO BECOME DUE THEREUNDER DIRECTLY
TO THE ADMINISTRATIVE AGENT OR AS THE ADMINISTRATIVE AGENT SHALL DIRECT; (II)
ASK OR DEMAND FOR, COLLECT, AND RECEIVE PAYMENT OF AND RECEIPT FOR, ANY AND ALL
MONEYS, CLAIMS AND OTHER AMOUNTS DUE OR TO BECOME DUE AT ANY TIME IN RESPECT OF
OR ARISING OUT OF ANY COLLATERAL; (III) SIGN AND INDORSE ANY INVOICES, FREIGHT
OR EXPRESS BILLS, BILLS OF LADING, STORAGE OR WAREHOUSE RECEIPTS, DRAFTS AGAINST
DEBTORS, ASSIGNMENTS, VERIFICATIONS, NOTICES AND OTHER DOCUMENTS IN CONNECTION
WITH ANY OF THE COLLATERAL; (IV) COMMENCE AND PROSECUTE ANY SUITS, ACTIONS OR
PROCEEDINGS AT LAW OR IN EQUITY IN ANY COURT OF COMPETENT JURISDICTION TO
COLLECT THE COLLATERAL OR ANY PORTION THEREOF AND TO ENFORCE ANY OTHER RIGHT IN
RESPECT OF ANY COLLATERAL; (V) DEFEND ANY SUIT, ACTION OR PROCEEDING BROUGHT
AGAINST SUCH GRANTOR WITH RESPECT TO ANY COLLATERAL; (VI) SETTLE, COMPROMISE OR
ADJUST ANY SUCH SUIT, ACTION OR PROCEEDING AND, IN CONNECTION THEREWITH, GIVE
SUCH DISCHARGES OR RELEASES AS THE ADMINISTRATIVE AGENT MAY DEEM APPROPRIATE;
(VII) ASSIGN ANY COPYRIGHT, PATENT OR TRADEMARK (ALONG WITH THE GOODWILL OF THE
BUSINESS TO WHICH ANY SUCH COPYRIGHT, PATENT OR TRADEMARK PERTAINS), THROUGHOUT
THE WORLD FOR SUCH TERM OR TERMS, ON SUCH CONDITIONS, AND IN SUCH MANNER, AS THE
ADMINISTRATIVE AGENT SHALL IN ITS SOLE DISCRETION DETERMINE; AND (VIII)
GENERALLY, SELL, TRANSFER, PLEDGE AND MAKE ANY AGREEMENT WITH RESPECT TO OR
OTHERWISE DEAL WITH ANY OF THE COLLATERAL AS FULLY AND COMPLETELY AS THOUGH THE
ADMINISTRATIVE AGENT WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND DO,
AT THE ADMINISTRATIVE AGENT'S OPTION AND SUCH GRANTOR'S EXPENSE, AT ANY TIME, OR
FROM TIME TO TIME, ALL ACTS AND THINGS WHICH THE ADMINISTRATIVE AGENT REASONABLY
DEEMS NECESSARY TO PROTECT, PRESERVE OR REALIZE