THE
ADMINISTRATIVE AGENT MAY REQUEST TO EVIDENCE THE ADMINISTRATIVE AGENT'S AND THE
SECURED PARTIES' SECURITY INTEREST IN ANY COPYRIGHT, PATENT OR TRADEMARK AND THE
GOODWILL AND GENERAL INTANGIBLES OF SUCH GRANTOR RELATING THERETO OR REPRESENTED
THEREBY.
(G)
SUCH GRANTOR WILL TAKE ALL REASONABLE AND
NECESSARY STEPS, INCLUDING, WITHOUT LIMITATION, IN ANY PROCEEDING BEFORE THE
UNITED STATES PATENT AND TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT OFFICE OR
ANY SIMILAR OFFICE OR AGENCY IN ANY OTHER COUNTRY OR ANY POLITICAL SUBDIVISION
THEREOF, TO MAINTAIN AND PURSUE EACH APPLICATION (AND TO OBTAIN THE RELEVANT
REGISTRATION) AND TO MAINTAIN EACH REGISTRATION OF THE MATERIAL INTELLECTUAL
PROPERTY, INCLUDING, WITHOUT LIMITATION, FILING OF APPLICATIONS FOR RENEWAL,
AFFIDAVITS OF USE AND AFFIDAVITS OF INCONTESTABILITY.
(H)
IN THE EVENT THAT ANY MATERIAL INTELLECTUAL
PROPERTY IS INFRINGED, MISAPPROPRIATED OR DILUTED BY A THIRD PARTY, SUCH GRANTOR
SHALL (I) TAKE SUCH ACTIONS AS SUCH GRANTOR SHALL REASONABLY DEEM APPROPRIATE
UNDER THE CIRCUMSTANCES TO PROTECT SUCH INTELLECTUAL PROPERTY AND (II) IF SUCH
INTELLECTUAL PROPERTY IS OF MATERIAL ECONOMIC VALUE, PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT AFTER IT LEARNS THEREOF AND SUE FOR INFRINGEMENT,
MISAPPROPRIATION OR DILUTION, TO SEEK INJUNCTIVE RELIEF WHERE APPROPRIATE AND TO
RECOVER ANY AND ALL DAMAGES FOR SUCH INFRINGEMENT, MISAPPROPRIATION OR DILUTION.
(I)
WITH RESPECT TO ITS MATERIAL
INTELLECTUAL PROPERTY, EACH GRANTOR AGREES TO EXECUTE AN AGREEMENT, IN
SUBSTANTIALLY THE FORM SET FORTH IN EXHIBIT E HERETO (AN "INTELLECTUAL PROPERTY
SECURITY AGREEMENT"), FOR RECORDING THE SECURITY INTEREST GRANTED HEREUNDER TO
THE ADMINISTRATIVE AGENT IN SUCH INTELLECTUAL PROPERTY WITH THE U.S. PATENT AND
TRADEMARK OFFICE, THE U.S. COPYRIGHT OFFICE AND ANY OTHER GOVERNMENTAL
AUTHORITIES NECESSARY TO PERFECT THE SECURITY INTEREST HEREUNDER IN SUCH
INTELLECTUAL PROPERTY.
6.11
Commercial Tort Claims.
(a)
If such Grantor
shall obtain an interest in any Commercial Tort Claim with a potential value in
excess of $1,000,000, such Grantor shall within 30 days of obtaining such
interest sign and deliver documentation reasonably acceptable to the
Administrative Agent granting a security interest under the terms and provisions
of this Agreement in and to such Commercial Tort Claim.
6.12
Vehicles.
(a)
No Vehicle, with a fair market
value in excess of $100,000 and as to which the Administrative Agent has
requested that the actions described in Section 6.12(b) be taken, shall be
removed from the state which has issued the certificate of title or ownership
therefor for a period in excess of four months.
(B)
AT ANY TIME UPON THE REQUEST OF THE
ADMINISTRATIVE AGENT SUBSEQUENT TO THE DATE HEREOF, AND WITH RESPECT TO ANY
VEHICLES WITH A FAIR MARKET VALUE OF AT LEAST $100,000 ACQUIRED BY SUCH GRANTOR
SUBSEQUENT TO THE DATE HEREOF, WITHIN 30 DAYS AFTER THE DATE OF ACQUISITION
THEREOF, ALL APPLICATIONS FOR CERTIFICATES OF TITLE OR OWNERSHIP INDICATING THE
ADMINISTRATIVE AGENT'S FIRST PRIORITY SECURITY INTEREST IN THE VEHICLE COVERED
BY SUCH CERTIFICATE, AND ANY OTHER NECESSARY DOCUMENTATION, SHALL BE FILED IN
EACH OFFICE IN EACH JURISDICTION WHICH THE ADMINISTRATIVE AGENT SHALL DEEM
ADVISABLE TO PERFECT ITS SECURITY INTERESTS IN SUCH VEHICLES.
6.13
Covenants in the