AS THE AGENT MAY REASONABLY REQUEST TO EVIDENCE
THE AGENT'S SECURITY INTEREST IN SUCH PATENT, TRADEMARK OR COPYRIGHT, AND THE
GENERAL INTANGIBLES OF SUCH GRANTOR RELATING THERETO OR REPRESENTED THEREBY.
(D)
EACH GRANTOR SHALL TAKE ALL ACTIONS NECESSARY OR REASONABLY
REQUESTED BY THE AGENT TO MAINTAIN AND PURSUE EACH MATERIAL APPLICATION, TO
OBTAIN THE RELEVANT REGISTRATION
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AND TO MAINTAIN THE REGISTRATION OF EACH OF THE PATENTS, TRADEMARKS AND
COPYRIGHTS (NOW OR HEREAFTER EXISTING) MATERIAL TO THE CONDUCT OF SUCH GRANTOR'S
BUSINESS, EXCEPT IN CASES WHERE, IN THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST PRACTICE, SUCH GRANTOR REASONABLY DECIDES TO ABANDON, ALLOW TO LAPSE
OR EXPIRE ANY PATENT, TRADEMARK OR COPYRIGHT, INCLUDING THE FILING OF
APPLICATIONS FOR RENEWAL, AFFIDAVITS OF USE, AFFIDAVITS OF NONCONTESTABILITY
AND, IF CONSISTENT WITH GOOD BUSINESS JUDGMENT AND PAST PRACTICE, TO INITIATE
OPPOSITION AND INTERFERENCE AND CANCELLATION PROCEEDINGS AGAINST THIRD PARTIES.
(E)
CONSISTENT WITH EACH GRANTOR'S PAST PRACTICE, EACH GRANTOR SHALL,
UNLESS IT SHALL REASONABLY DETERMINE THAT A PATENT, TRADEMARK OR COPYRIGHT IS
NOT MATERIAL TO THE CONDUCT OF ITS BUSINESS, PROMPTLY NOTIFY THE AGENT AND
SHALL, IF CONSISTENT WITH GOOD BUSINESS JUDGMENT, PROMPTLY SUE FOR INFRINGEMENT,
MISAPPROPRIATION OR DILUTION OF SUCH PATENT, TRADEMARK OR COPYRIGHT AND TO
RECOVER ANY AND ALL DAMAGES FOR SUCH INFRINGEMENT, MISAPPROPRIATION OR DILUTION,
AND SHALL TAKE SUCH OTHER ACTIONS AS ARE APPROPRIATE UNDER THE CIRCUMSTANCES TO
PROTECT SUCH PATENT, TRADEMARK OR COPYRIGHT.
Section 4.8.
Commercial Tort Claims.
Each Grantor shall promptly
notify the Agent of any Commercial Tort Claim having a value in excess of
$1,000,000 acquired by it for which such Grantor has filed a complaint in a
court of competent jurisdiction and, unless the Agent otherwise consents, such
Grantor shall update Exhibit E to this Security Agreement, thereby granting to
Agent a first priority security interest in such Commercial Tort Claim (subject
to the terms of the Intercreditor Agreement).
Section 4.9.
Letter-of-Credit Rights.
Subject to the Intercreditor
Agreement, if any Grantor is or becomes the beneficiary of a letter of credit
having a face amount in excess of $1,000,000, such Grantor shall promptly notify
the Agent thereof and cause the issuer and/or confirmation bank to (i) consent
to the assignment of any Letter-of-Credit Rights to the Agent and (ii) agree to
direct all payments thereunder following the occurrence and during the
continuance of an Event of Default or a Liquidity Event to the BANA Account or
such other account as directed by the Agent for application to the Secured
Obligations, in accordance with the provisions of the Credit Agreement, all in
form and substance reasonably satisfactory to the Agent.
Section 4.10.
No Interference.
Each Grantor agrees that it will not
interfere with any right, power and remedy of the Agent provided for in this
Security Agreement or now or hereafter existing at law or in equity or by
statute or otherwise, or the exercise or beginning of the exercise by the Agent
of any one or more of such rights, powers or remedies.
Section 4.11.
Insurance.