Common use of Surrender of Collateral Clause in Contracts

Surrender of Collateral. (a) Kronos hereby surrenders, delivers and grants to the Noteholders peaceful possession of the Collateral wherever located. Such surrender and delivery of the Collateral to the Noteholders is in recognition of the rights of the Noteholders as a secured party under the UCC and other applicable law. Kronos knowingly waives any rights Kronos may have to notice and a hearing before any Court of competent jurisdiction and consents to the Noteholders’ possession, sale, transfer or other disposition of the Collateral, including, but not limited to, the sale, license or other use in any way of Kronos’s trademarks or tradenames in the sale, license, transfer or other disposition of the Collateral. Kronos agrees that the Noteholders may, at any time enter and remove any or all of the Collateral from the premises where the same is located and take such action as they may deem appropriate with respect thereto, and the Noteholders may, at any time, exercise their rights to dispose of any Collateral as provided for under the Agreements and applicable law, without prejudice to any of the rights of the Noteholders, including any claim for any deficiency. All proceeds of the Collateral received and retained by the Noteholders shall be applied by the Noteholders to the Obligations in such order and manner as the Noteholders shall determine in their sole and absolute discretion. Kronos shall be and remain liable for any deficiency until all Obligations are fully and indefeasibly paid and satisfied. (b) Kronos hereby assigns, transfers and delivers to the Agent, for the benefit of the Noteholders, all of its right to receive any and all payments and receivable owing or accruing to Kronos arising out of any agreement, license or other contractual arrangement to which Kronos is a party, including, without limitation, the right to collect and receive any and all amounts from each of Tessera Technologies, Inc. (“Tessera”) and EUL, Ltd. (“EUL”) under any and all agreements between Kronos and Tessera EUL, respectively, until such time that all Obligations are fully and indefensibly paid and satisfied. Kronos will execute and deliver to the Agent, on behalf of the Noteholders, notification letters signed by Kronos addressed to such of Kronos’s account debtors as the Noteholders shall require, to be completed and sent by the Agent, on behalf of the Noteholders, hereafter from to time, directing payment of Kronos’s accounts or other monies due to Kronos to the Noteholders.

Surrender of Collateral. (a) Kronos The Debtor hereby surrenders, delivers and grants to the Noteholders Lender peaceful possession of the Collateral wherever located, and the products and proceeds thereof. Such surrender and delivery of the such Collateral to the Noteholders Lender is in recognition of the rights of the Noteholders ▇▇▇▇▇▇ as a secured party under the UCC and other applicable law. Kronos The Debtor knowingly waives any rights Kronos such Debtor may have to notice and a hearing before any Court court of competent jurisdiction and consents to the Noteholders’ Lender’s possession, sale, transfer transfer, license or other disposition of the Collateral, including, but not limited to, the sale, license or other use in any way of Kronos’s trademarks or tradenames in the sale, license, transfer or other disposition of realization on the Collateral. Kronos The Debtor agrees that the Noteholders Lender may, at any time enter and remove any or all of the Collateral from the premises where the same is located and time, take such action as they it may deem appropriate with respect thereto, and the Noteholders Lender may, at any time, exercise their its rights to dispose of any and all such Collateral as provided for under the Financing Agreements and applicable law, without prejudice to any all of the rights of the Noteholders, including any claim for any deficiency. Lender All proceeds of the Collateral received and retained by the Noteholders Lender shall be applied by the Noteholders Lender to the Obligations in such order and manner as the Noteholders Lender shall determine in their sole and absolute discretiondetermine. Kronos Debtor shall be and remain liable for any deficiency until all Obligations are fully and indefeasibly paid and satisfied. Nothing herein will limit or be deemed to limit any rights or interests of Lender with respect to Collateral not expressly surrendered, delivered, or granted to Lender hereunder. After the date hereof, the Debtor shall continue to cooperate with ▇▇▇▇▇▇ in all respects concerning the surrender, disposition and realization of the Collateral. (b) Kronos hereby assigns, transfers and delivers to the Agent, for the benefit of the Noteholders, all of its right to receive any and all payments and receivable owing or accruing to Kronos arising out of any agreement, license or other contractual arrangement to which Kronos is a party, including, without limitation, the right to collect and receive any and all amounts from each of Tessera Technologies, Inc. (“Tessera”) and EUL, Ltd. (“EUL”) under any and all agreements between Kronos and Tessera EUL, respectively, until such time that all Obligations are fully and indefensibly paid and satisfied. Kronos The Debtor will execute and deliver to the Agent, on behalf of the Noteholders, Lender notification letters signed by Kronos the Debtor addressed to such of Kronosthe Debtor’s account debtors Account Debtors as the Noteholders Lender shall require, or at Lender’s option, addressed in blank, to be completed and completed, and/or sent by the Agent, on behalf of the Noteholders, Lender hereafter from time to time, directing payment to Lender of Kronosthe Debtor’s accounts Accounts or other monies due to Kronos to the NoteholdersDebtor.