COUNTERFEITING, UNFAIR
COMPETITION, DILUTION, DIMINUTION IN VALUE OR OTHER DAMAGE AS ARE NECESSARY TO
PROTECT THE INTELLECTUAL PROPERTY COLLATERAL.
UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF ANY EVENT OF DEFAULT, THE COLLATERAL AGENT SHALL HAVE THE
RIGHT BUT SHALL IN NO WAY BE OBLIGATED TO FILE APPLICATIONS FOR PROTECTION OF
THE INTELLECTUAL PROPERTY COLLATERAL AND/OR BRING SUIT IN THE NAME OF ANY
PLEDGOR, THE COLLATERAL AGENT OR THE SECURED PARTIES TO ENFORCE THE INTELLECTUAL
PROPERTY COLLATERAL AND ANY LICENSE THEREUNDER.
IN THE EVENT OF SUCH SUIT, EACH
PLEDGOR SHALL, AT THE REASONABLE REQUEST OF THE COLLATERAL AGENT, DO ANY
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AND ALL LAWFUL ACTS AND EXECUTE ANY AND ALL DOCUMENTS REQUESTED BY THE
COLLATERAL AGENT IN AID OF SUCH ENFORCEMENT AND THE PLEDGORS SHALL PROMPTLY
REIMBURSE AND INDEMNIFY THE COLLATERAL AGENT FOR ALL COSTS AND EXPENSES INCURRED
BY THE COLLATERAL AGENT IN THE EXERCISE OF ITS RIGHTS UNDER THIS SECTION 6.4 IN
ACCORDANCE WITH SECTION 10.06 AND 11.01 OF THE CREDIT AGREEMENT.
IN THE EVENT
THAT THE COLLATERAL AGENT SHALL ELECT NOT TO BRING SUIT TO ENFORCE THE
INTELLECTUAL PROPERTY COLLATERAL, EACH PLEDGOR AGREES, AT THE REASONABLE REQUEST
OF THE COLLATERAL AGENT, TO TAKE ALL COMMERCIALLY REASONABLE ACTIONS NECESSARY,
WHETHER BY SUIT, PROCEEDING OR OTHER ACTION, TO PREVENT THE INFRINGEMENT,
COUNTERFEITING, UNFAIR COMPETITION, DILUTION, DIMINUTION IN VALUE OF OR OTHER
DAMAGE TO ANY OF THE INTELLECTUAL PROPERTY COLLATERAL BY ANY PERSON.
ARTICLE VII
CERTAIN PROVISIONS CONCERNING RECEIVABLES
SECTION 7.1.
MAINTENANCE OF RECORDS.
EACH PLEDGOR SHALL KEEP AND MAINTAIN AT ITS OWN COST AND EXPENSE COMPLETE
RECORDS OF EACH RECEIVABLE, IN A MANNER CONSISTENT WITH PRUDENT BUSINESS
PRACTICE, INCLUDING RECORDS OF ALL PAYMENTS RECEIVED, ALL CREDITS GRANTED
THEREON, ALL MERCHANDISE RETURNED AND ALL OTHER DOCUMENTATION RELATING THERETO.
EACH PLEDGOR SHALL, AT SUCH PLEDGOR'S SOLE COST AND EXPENSE, UPON THE COLLATERAL
AGENT'S DEMAND MADE AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE
OF ANY EVENT OF DEFAULT, DELIVER ALL TANGIBLE EVIDENCE OF RECEIVABLES, INCLUDING
ALL DOCUMENTS EVIDENCING RECEIVABLES AND ANY BOOKS AND RECORDS RELATING THERETO
TO THE COLLATERAL AGENT OR TO ITS REPRESENTATIVES (COPIES OF WHICH EVIDENCE AND
BOOKS AND RECORDS MAY BE RETAINED BY SUCH PLEDGOR).
UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, THE COLLATERAL AGENT MAY
TRANSFER A FULL AND COMPLETE COPY OF ANY PLEDGOR'S BOOKS, RECORDS, CREDIT
INFORMATION, REPORTS, MEMORANDA AND ALL OTHER WRITINGS RELATING TO THE
RECEIVABLES TO AND FOR THE USE BY ANY PERSON THAT HAS ACQUIRED OR IS
CONTEMPLATING ACQUISITION OF AN INTEREST IN THE RECEIVABLES OR THE COLLATERAL
AGENT'S SECURITY INTEREST THEREIN WITHOUT THE CONSENT OF ANY PLEDGOR.
SECTION 7.2.
LEGEND.
EACH PLEDGOR
SHALL LEGEND, AT THE REQUEST OF THE COLLATERAL AGENT AND IN FORM AND MANNER
SATISFACTORY TO THE COLLATERAL AGENT, THE RECEIVABLES AND THE OTHER BOOKS,
RECORDS AND DOCUMENTS OF SUCH PLEDGOR EVIDENCING OR PERTAINING TO THE
RECEIVABLES WITH AN APPROPRIATE REFERENCE TO THE FACT THAT THE RECEIVABLES HAVE
BEEN ASSIGNED TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES AND
THAT