AND EXPENSE REASONABLY SATISFACTORY AND COMPLETE
RECORDS OF ITS COLLATERAL, INCLUDING, WITHOUT LIMITATION, A RECORD OF ALL
PAYMENTS RECEIVED AND ALL CREDITS GRANTED WITH RESPECT TO SUCH COLLATERAL, AND
SHALL MARK SUCH RECORDS TO EVIDENCE THIS AGREEMENT AND THE LIENS AND THE
SECURITY INTERESTS CREATED HEREBY.
5.2.10
ACQUISITION OF INTELLECTUAL PROPERTY.
WITHIN 90 DAYS
AFTER THE END OF EACH CALENDAR YEAR, SUCH GRANTOR WILL NOTIFY THE COLLATERAL
AGENT OF ANY ACQUISITION BY SUCH GRANTOR OF (I) ANY REGISTRATION OF ANY MATERIAL
COPYRIGHT, PATENT OR TRADEMARK OR (II) ANY EXCLUSIVE RIGHTS UNDER A MATERIAL
COPYRIGHT LICENSE, PATENT LICENSE OR TRADEMARK LICENSE CONSTITUTING COLLATERAL,
AND SHALL TAKE SUCH ACTIONS AS MAY BE REASONABLY REQUESTED BY THE COLLATERAL
AGENT (BUT ONLY TO THE EXTENT SUCH ACTIONS ARE WITHIN SUCH GRANTOR'S CONTROL) TO
PERFECT THE SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT AND THE OTHER
SECURED PARTIES THEREIN, TO THE EXTENT PROVIDED HEREIN IN RESPECT OF ANY
COPYRIGHT, PATENT OR TRADEMARK CONSTITUTING COLLATERAL ON THE DATE HEREOF, BY
(X) THE EXECUTION AND DELIVERY OF AN AMENDMENT OR SUPPLEMENT TO THIS AGREEMENT
(OR AMENDMENTS TO ANY SUCH AGREEMENT PREVIOUSLY EXECUTED OR DELIVERED BY SUCH
GRANTOR) AND/OR (Y) THE MAKING OF APPROPRIATE FILINGS (I) OF FINANCING
STATEMENTS UNDER THE UNIFORM COMMERCIAL CODE OF ANY APPLICABLE JURISDICTION
AND/OR (II) IN THE UNITED STATES PATENT AND TRADEMARK OFFICE, OR WITH RESPECT TO
COPYRIGHTS AND COPYRIGHT LICENSES, ANOTHER APPLICABLE OFFICE).
5.2.11
PROTECTION OF TRADE SECRETS.
SUCH GRANTOR SHALL TAKE
ALL STEPS WHICH IT DEEMS COMMERCIALLY REASONABLE TO PRESERVE AND PROTECT THE
SECRECY OF ALL MATERIAL TRADE SECRETS OF SUCH GRANTOR.
5.2.12
COMMERCIAL TORT ACTIONS.
ALL COMMERCIAL TORT ACTIONS OF
EACH GRANTOR IN EXISTENCE ON THE DATE OF THIS AGREEMENT, KNOWN TO SUCH GRANTOR
AFTER REASONABLE INQUIRY, ARE DESCRIBED IN SCHEDULE 7 HERETO.
IF ANY GRANTOR
SHALL AT ANY TIME AFTER THE DATE OF THIS AGREEMENT ACQUIRE A COMMERCIAL TORT
ACTION IN AN AMOUNT (TAKING THE GREATER OF THE AGGREGATE CLAIMED DAMAGES
THEREUNDER OR THE REASONABLY ESTIMATED VALUE THEREOF) OF $3,000,000, SUCH
GRANTOR SHALL PROMPTLY NOTIFY THE COLLATERAL AGENT THEREOF IN A WRITING SIGNED
BY SUCH GRANTOR AND DESCRIBING THE DETAILS THEREOF AND SHALL GRANT TO THE
COLLATERAL AGENT IN SUCH WRITING A SECURITY INTEREST THEREIN AND IN THE PROCEEDS
THEREOF, ALL UPON THE TERMS OF THIS AGREEMENT, WITH SUCH WRITING TO BE IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT.
5.3
COVENANTS OF EACH PLEDGOR.
EACH PLEDGOR
COVENANTS AND AGREES WITH THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES
THAT, FROM AND AFTER THE DATE OF THIS AGREEMENT UNTIL THE EARLIEST TO OCCUR OF
(I) THE TERM LOANS, AND ALL OTHER OBLIGATIONS THEN DUE AND OWING SHALL HAVE BEEN
PAID IN FULL IN CASH AND THE TERM LOAN COMMITMENTS SHALL HAVE TERMINATED, (II)
AS TO ANY PLEDGOR, ALL THE CAPITAL STOCK OF SUCH PLEDGOR SHALL HAVE BEEN SOLD OR
OTHERWISE DISPOSED OF (TO A PERSON OTHER THAN THE BORROWER OR A RESTRICTED
SUBSIDIARY) AS PERMITTED UNDER THE TERMS OF THE CREDIT AGREEMENT OR (III) THE
DESIGNATION OF