GIVE THE COLLATERAL AGENT WRITTEN NOTICE OF
THE NATURE AND DURATION THEREOF, SPECIFYING WHAT ACTION, IF ANY, IT HAS TAKEN
AND PROPOSES TO TAKE WITH RESPECT THERETO AND THEREAFTER WILL TAKE REASONABLE
STEPS TO PROTECT AND PRESERVE ITS RIGHTS AND REMEDIES IN RESPECT OF SUCH BREACH
OR DEFAULT, OR WILL OBTAIN OR ACQUIRE AN APPROPRIATE SUBSTITUTE LICENSE.
(IV)
EACH GRANTOR WILL, AT ITS EXPENSE, PROMPTLY DELIVER TO THE
COLLATERAL AGENT A COPY OF EACH NOTICE OR OTHER COMMUNICATION RECEIVED BY IT BY
WHICH ANY OTHER PARTY TO ANY MATERIAL LICENSE REFERRED TO IN SCHEDULE II HERETO
PURPORTS TO EXERCISE ANY OF ITS RIGHTS OR AFFECT ANY OF ITS OBLIGATIONS
THEREUNDER, TOGETHER WITH A COPY OF ANY REPLY BY SUCH GRANTOR THERETO.
(V)
EACH GRANTOR WILL EXERCISE PROMPTLY AND DILIGENTLY EACH AND EVERY
RIGHT WHICH IT MAY HAVE UNDER EACH MATERIAL LICENSE (OTHER THAN ANY RIGHT OF
TERMINATION) AND WILL DULY PERFORM AND OBSERVE IN ALL RESPECTS ALL OF ITS
OBLIGATIONS UNDER EACH MATERIAL LICENSE AND WILL TAKE ALL ACTION REASONABLY
NECESSARY TO MAINTAIN SUCH LICENSES IN FULL FORCE AND EFFECT.
NO GRANTOR WILL,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT, CANCEL, TERMINATE,
AMEND OR OTHERWISE MODIFY IN ANY RESPECT, OR WAIVE ANY PROVISION OF, ANY
MATERIAL LICENSE REFERRED TO IN SCHEDULE II HERETO.
(G)
TRANSFERS AND OTHER LIENS.
(I)
NO GRANTOR WILL SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE),
LEASE, LICENSE, EXCHANGE OR OTHERWISE TRANSFER OR DISPOSE OF ANY OF THE
COLLATERAL, EXCEPT (A) INVENTORY IN THE ORDINARY COURSE OF BUSINESS, AND
(B) WORN-OUT OR OBSOLETE ASSETS NOT NECESSARY TO THE BUSINESS.
(II)
NO GRANTOR WILL CREATE, SUFFER TO EXIST OR GRANT ANY LIEN UPON OR
WITH RESPECT TO ANY COLLATERAL OTHER THAN A PERMITTED LIEN.
(H)
INTELLECTUAL PROPERTY.
(I)
IF APPLICABLE, EACH GRANTOR SHALL, UPON THE COLLATERAL AGENT'S
WRITTEN REQUEST, DULY EXECUTE AND DELIVERED THE APPLICABLE ASSIGNMENT FOR
SECURITY IN THE FORM ATTACHED HERETO AS EXHIBIT A.
EACH GRANTOR (EITHER ITSELF
OR THROUGH LICENSEES) WILL, AND WILL CAUSE EACH LICENSEE THEREOF TO, TAKE ALL
ACTION NECESSARY TO MAINTAIN ALL OF THE INTELLECTUAL PROPERTY IN FULL FORCE AND
EFFECT, INCLUDING, WITHOUT LIMITATION, USING THE PROPER STATUTORY NOTICES AND
MARKINGS AND USING THE TRADEMARKS ON EACH APPLICABLE TRADEMARK CLASS OF GOODS IN
ORDER TO SO MAINTAIN THE TRADEMARKS IN FULL FORCE AND FREE FROM ANY CLAIM OF
ABANDONMENT FOR NON-USE, AND SUCH GRANTOR WILL NOT (NOR PERMIT ANY LICENSEE
THEREOF TO) DO ANY ACT OR KNOWINGLY OMIT TO DO ANY ACT WHEREBY ANY INTELLECTUAL
PROPERTY MAY BECOME INVALIDATED; PROVIDED, HOWEVER, THAT SO LONG AS NO EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, SUCH GRANTOR SHALL NOT HAVE AN
OBLIGATION TO USE OR TO MAINTAIN ANY INTELLECTUAL PROPERTY (A) THAT RELATES
SOLELY TO ANY PRODUCT OR WORK, THAT HAS BEEN, OR IS IN THE PROCESS OF BEING,
DISCONTINUED, ABANDONED OR TERMINATED, (B) THAT IS BEING REPLACED WITH
INTELLECTUAL PROPERTY SUBSTANTIALLY SIMILAR TO THE INTELLECTUAL PROPERTY THAT
MAY BE ABANDONED OR OTHERWISE BECOME INVALID, SO LONG AS THE