BORROWER DETERMINES IN ITS REASONABLE GOOD-FAITH
DISCRETION THAT SUCH PATENT IS NO LONGER USEFUL IN ITS BUSINESS.
(D)
BORROWER (EITHER ITSELF OR THROUGH ITS
LICENSEES OR SUBLICENSEES) WILL, FOR EACH WORK COVERED BY A MATERIAL COPYRIGHT,
CONTINUE TO PUBLISH, REPRODUCE, DISPLAY, ADOPT AND DISTRIBUTE THE WORK WITH
APPROPRIATE NOTICE AS REQUIRED UNDER APPLICABLE COPYRIGHT LAWS, UNLESS BORROWER
DETERMINES IN ITS REASONABLE GOOD-FAITH DISCRETION THAT SUCH COPYRIGHT IS NO
LONGER USEFUL IN ITS BUSINESS.
(E)
BORROWER SHALL NOTIFY LENDER IMMEDIATELY IF
IT KNOWS OR HAS REASON TO KNOW THAT ANY MATERIAL PATENT, TRADEMARK OR COPYRIGHT
USED IN THE CONDUCT OF ITS BUSINESS MAY BECOME ABANDONED OR DEDICATED TO THE
PUBLIC, OR OF ANY ADVERSE DETERMINATION OR DEVELOPMENT (INCLUDING THE
INSTITUTION OF, OR ANY SUCH DETERMINATION OR DEVELOPMENT IN, ANY PROCEEDING IN
THE U.S. PATENT AND TRADEMARK OFFICE, U.S. COPYRIGHT OFFICE OR ANY COURT)
REGARDING, SUCH BORROWER'S OWNERSHIP OF ANY TRADEMARK OR COPYRIGHT, ITS RIGHT TO
REGISTER THE SAME, OR TO KEEP AND MAINTAIN THE SAME.
(F)
BORROWER WILL TAKE ALL NECESSARY STEPS
THAT ARE CONSISTENT WITH THE PRACTICE IN ANY PROCEEDING BEFORE THE U.S. PATENT
AND TRADEMARK OFFICE, U.S. COPYRIGHT OFFICE OR ANY OFFICE OR AGENCY IN ANY
POLITICAL SUBDIVISION OF THE UNITED STATES OR IN ANY OTHER COUNTRY OR ANY
POLITICAL
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SUBDIVISION THEREOF, TO MAINTAIN AND PURSUE EACH APPLICATION RELATING TO ANY
PATENTS, TRADEMARKS OR COPYRIGHTS (AND TO OBTAIN THE RELEVANT GRANT OR
REGISTRATION) USED IN THE CONDUCT OF SUCH BORROWER'S BUSINESS AND TO MAINTAIN
EACH REGISTRATION OF ANY PATENTS, TRADEMARKS AND COPYRIGHT USED IN THE CONDUCT
OF SUCH BORROWER'S BUSINESS (EXCLUDING THOSE LISTED IN THE LICENSE AGREEMENT),
INCLUDING THE FILING OF APPLICATIONS FOR RENEWAL, AFFIDAVITS OF USE, AFFIDAVITS
OF INCONTESTABILITY AND MAINTENANCE FEES, AND, IF CONSISTENT WITH SOUND BUSINESS
JUDGMENT, TO INITIATE OPPOSITION, INTERFERENCE AND CANCELLATION PROCEEDINGS
AGAINST THIRD PARTIES.
(G)
IN THE EVENT THAT ANY COLLATERAL CONSISTING
OF A PATENT, TRADEMARK OR COPYRIGHT USED IN THE CONDUCT OF ANY BORROWER'S
BUSINESS IS BELIEVED INFRINGED, MISAPPROPRIATED OR DILUTED BY A THIRD PARTY,
SUCH BORROWER SHALL NOTIFY LENDER PROMPTLY AFTER IT LEARNS THEREOF AND SHALL, IF
CONSISTENT WITH SOUND BUSINESS JUDGMENT, PROMPTLY SUE FOR INFRINGEMENT,
MISAPPROPRIATION OR DILUTION, AND TAKE SUCH OTHER ACTIONS AS ARE APPROPRIATE
UNDER THE CIRCUMSTANCES TO PROTECT SUCH COLLATERAL.
(H)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, EACH BORROWER SHALL USE ITS COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN ALL REQUISITE CONSENTS OR APPROVALS FROM THE
LICENSORS INCLUDED WITHIN THE COPYRIGHT COLLATERAL, PATENT COLLATERAL OR
TRADEMARKS COLLATERAL (EACH AS DEFINED IN THE SECURITY INSTRUMENT) TO EFFECT THE
ASSIGNMENT OF ALL OF SUCH BORROWER'S RIGHT, TITLE AND INTEREST THEREUNDER TO
LENDER OR ITS DESIGNEE.
5.1.25.
MATERIAL OPERATING AGREEMENTS.
(A)
BORROWER AND ITS AFFILIATES SHALL, AT ITS
SOLE COST AND EXPENSE (I) PROMPTLY AND TIMELY PERFORM AND/OR OBSERVE, IN ALL
MATERIAL RESPECTS, ALL OF THE TERMS, COVENANTS, CONDITIONS AND AGREEMENTS
REQUIRED TO BE PERFORMED AND OBSERVED BY BORROWER OR SUCH AFFILIATE UNDER EACH
MATERIAL OPERATING AGREEMENT AND DO ALL THINGS NECESSARY TO PRESERVE