THERETO, THE COLLATERAL AGENT MAY, WITHOUT WAIVING OR RELEASING ANY
OBLIGATION OR LIABILITY OF THE GRANTORS HEREUNDER OR ANY EVENT OF DEFAULT, IN
ITS SOLE DISCRETION, OBTAIN AND MAINTAIN SUCH POLICIES OF INSURANCE AND PAY SUCH
PREMIUM AND TAKE ANY OTHER ACTIONS WITH RESPECT THERETO AS THE COLLATERAL AGENT
DEEMS REASONABLY ADVISABLE.
SUBJECT TO THE INTERCREDITOR AGREEMENT, ALL SUMS
DISBURSED BY THE COLLATERAL AGENT IN CONNECTION WITH THIS SECTION 4.10,
INCLUDING REASONABLE ATTORNEYS' FEES, COURT COSTS, EXPENSES AND OTHER CHARGES
RELATING THERETO, SHALL BE PAYABLE, UPON DEMAND, BY THE GRANTORS TO THE
COLLATERAL AGENT
AND SHALL BE ADDITIONAL OBLIGATIONS SECURED HEREBY.
SECTION 4.11.
LEGEND.
EACH GRANTOR SHALL LEGEND, IN FORM AND MANNER
REASONABLY SATISFACTORY TO THE COLLATERAL AGENT, ITS ACCOUNTS RECEIVABLE AND ITS
BOOKS, RECORDS AND DOCUMENTS EVIDENCING OR PERTAINING THERETO WITH AN
APPROPRIATE REFERENCE TO THE FACT THAT SUCH ACCOUNTS RECEIVABLE HAVE BEEN
ASSIGNED TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES AND THAT
THE COLLATERAL AGENT HAS A SECURITY INTEREST THEREIN.
SECTION 4.12.
COVENANTS REGARDING PATENT, TRADEMARK AND COPYRIGHT
COLLATERAL.
(A)
EACH GRANTOR AGREES THAT IT WILL NOT, NOR WILL IT PERMIT ANY OF
ITS LICENSEES TO, DO ANY ACT, OR OMIT TO DO ANY ACT, WHEREBY ANY PATENT WHICH IS
MATERIAL TO THE CONDUCT OF SUCH
15
GRANTOR'S BUSINESS MAY BECOME INVALIDATED OR DEDICATED TO THE PUBLIC, AND
AGREES, TO THE EXTENT PRACTICABLE, THAT IT SHALL CONTINUE TO MARK ANY PRODUCTS
COVERED BY A PATENT WITH THE RELEVANT PATENT NUMBER AS NECESSARY AND SUFFICIENT
TO ESTABLISH AND PRESERVE ITS MAXIMUM RIGHTS UNDER APPLICABLE PATENT LAWS.
(B)
EACH GRANTOR (EITHER ITSELF OR THROUGH ITS LICENSEES OR ITS
SUBLICENSEES) WILL, FOR EACH TRADEMARK MATERIAL TO THE CONDUCT OF SUCH GRANTOR'S
BUSINESS, (I) MAINTAIN SUCH TRADEMARK IN FULL FORCE FREE FROM ANY CLAIM OF
ABANDONMENT OR INVALIDITY FOR NON-USE, (II) MAINTAIN THE QUALITY OF PRODUCTS AND
SERVICES OFFERED UNDER SUCH TRADEMARK, (III) DISPLAY SUCH TRADEMARK WITH NOTICE
OF FEDERAL OR FOREIGN REGISTRATION TO THE EXTENT NECESSARY AND SUFFICIENT TO
ESTABLISH AND PRESERVE ITS MAXIMUM RIGHTS UNDER APPLICABLE LAW AND (IV) NOT
KNOWINGLY USE OR KNOWINGLY PERMIT THE USE OF SUCH TRADEMARK IN VIOLATION OF ANY
THIRD PARTY RIGHTS.
(C)
EACH GRANTOR (EITHER ITSELF OR THROUGH LICENSEES) WILL, FOR EACH
WORK COVERED BY A MATERIAL COPYRIGHT, CONTINUE TO PUBLISH, REPRODUCE, DISPLAY,
ADOPT AND DISTRIBUTE THE WORK WITH APPROPRIATE COPYRIGHT NOTICE AS NECESSARY AND
SUFFICIENT TO ESTABLISH AND PRESERVE ITS MAXIMUM RIGHTS UNDER APPLICABLE
COPYRIGHT LAWS.
(D)
EACH GRANTOR SHALL NOTIFY THE COLLATERAL AGENT PROMPTLY IF IT
KNOWS THAT ANY PATENT, TRADEMARK OR COPYRIGHT MATERIAL TO THE CONDUCT OF ITS
BUSINESS MAY BECOME ABANDONED, LOST 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 UNITED STATES PATENT AND
TRADEMARK OFFICE OR UNITED STATES COPYRIGHT OFFICE OR ANY SIMILAR OFFICE IN
CANADA) REGARDING SUCH GRANTOR'S OWNERSHIP OF ANY PATENT, TRADEMARK OR
COPYRIGHT, ITS RIGHT TO REGISTER THE SAME, OR TO KEEP