OTHER VIOLATION OF ANY OF SUCH GRANTOR'S RIGHTS
IN SUCH INTELLECTUAL PROPERTY BY OTHERS AND FOR THAT PURPOSE AGREES TO
DILIGENTLY MAINTAIN ANY ACTION, SUIT OR PROCEEDING AGAINST ANY PERSON SO
INFRINGING AS SHALL BE NECESSARY TO PREVENT SUCH INFRINGEMENT OR VIOLATION;
(II)
UPON WRITTEN DEMAND FROM THE COLLATERAL
AGENT, EACH GRANTOR SHALL GRANT, ASSIGN, CONVEY OR OTHERWISE TRANSFER TO THE
COLLATERAL AGENT OR SUCH COLLATERAL AGENT'S DESIGNEE ALL OF SUCH GRANTOR'S
RIGHT, TITLE AND INTEREST IN AND TO THE INTELLECTUAL PROPERTY AND SHALL EXECUTE
AND DELIVER TO THE COLLATERAL AGENT SUCH DOCUMENTS AS ARE NECESSARY OR
APPROPRIATE TO CARRY OUT THE INTENT AND PURPOSES OF THIS AGREEMENT;
(III)
EACH GRANTOR AGREES THAT SUCH AN ASSIGNMENT
AND/OR RECORDING SHALL BE APPLIED TO REDUCE THE SECURED OBLIGATIONS OUTSTANDING
ONLY TO THE EXTENT THAT THE COLLATERAL AGENT (OR ANY SECURED PARTY) RECEIVES
CASH PROCEEDS IN RESPECT OF THE SALE OF, OR OTHER REALIZATION UPON, THE
INTELLECTUAL PROPERTY; AND
(IV)
THE COLLATERAL AGENT SHALL HAVE THE RIGHT TO
NOTIFY, OR REQUIRE EACH GRANTOR TO NOTIFY, ANY OBLIGORS WITH RESPECT TO AMOUNTS
DUE OR TO BECOME DUE TO SUCH GRANTOR IN RESPECT OF THE INTELLECTUAL PROPERTY, OF
THE EXISTENCE OF THE SECURITY INTEREST CREATED HEREIN, TO DIRECT SUCH OBLIGORS
TO MAKE PAYMENT OF ALL SUCH AMOUNTS DIRECTLY TO THE COLLATERAL AGENT, AND, UPON
SUCH NOTIFICATION AND AT THE EXPENSE OF SUCH GRANTOR, TO ENFORCE COLLECTION OF
ANY SUCH AMOUNTS AND 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;
(1)
ALL AMOUNTS AND PROCEEDS (INCLUDING CHECKS
AND OTHER INSTRUMENTS) RECEIVED BY GRANTOR IN RESPECT OF AMOUNTS DUE TO SUCH
GRANTOR IN RESPECT OF THE COLLATERAL OR ANY PORTION THEREOF 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 OR DELIVERED
TO THE COLLATERAL AGENT IN THE SAME FORM AS SO RECEIVED (WITH ANY NECESSARY
ENDORSEMENT) TO BE HELD AS CASH COLLATERAL AND APPLIED AS PROVIDED BY
SECTION 9.7 HEREOF; AND
(2)
GRANTOR SHALL NOT ADJUST, SETTLE OR
COMPROMISE THE AMOUNT OR PAYMENT OF ANY SUCH AMOUNT OR RELEASE WHOLLY OR PARTLY
ANY OBLIGOR WITH RESPECT THERETO OR ALLOW ANY CREDIT OR DISCOUNT THEREON.
(B)
IF (I) AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND, BY REASON OF CURE, WAIVER, MODIFICATION, AMENDMENT OR OTHERWISE,
NO LONGER BE CONTINUING, (II) NO OTHER EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING, (III) AN ASSIGNMENT OR OTHER TRANSFER TO THE COLLATERAL AGENT OF
ANY RIGHTS, TITLE AND INTERESTS IN AND TO THE INTELLECTUAL PROPERTY SHALL HAVE
BEEN PREVIOUSLY MADE AND SHALL HAVE BECOME ABSOLUTE AND EFFECTIVE, AND (IV) THE
SECURED OBLIGATIONS SHALL NOT HAVE BECOME IMMEDIATELY DUE AND PAYABLE, UPON THE
WRITTEN REQUEST OF ANY
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GRANTOR, THE COLLATERAL AGENT SHALL PROMPTLY EXECUTE AND DELIVER TO SUCH
GRANTOR, AT SUCH GRANTOR'S SOLE COST AND EXPENSE, SUCH ASSIGNMENTS OR OTHER
TRANSFER AS