SHALL BE LEASED BY ANY GRANTOR AND NO INVENTORY
SHALL BE SHIPPED TO A PROCESSOR OR CONVERTER UNDER ARRANGEMENTS ESTABLISHED
AFTER THE EFFECTIVE DATE UNLESS AND UNTIL A SATISFACTORY COLLATERAL ACCESS
AGREEMENT SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH LOCATION, AND IF IT HAS
NOT BEEN OBTAINED, THE ELIGIBLE INVENTORY AT THAT LOCATION SHALL BE SUBJECT TO
THE ESTABLISHMENT OF RESERVES ACCEPTABLE TO THE ADMINISTRATIVE AGENT. EACH
GRANTOR SHALL TIMELY AND FULLY PAY AND PERFORM ITS OBLIGATIONS UNDER ALL LEASES
AND OTHER AGREEMENTS WITH RESPECT TO EACH LEASED LOCATION OR THIRD PARTY
WAREHOUSE WHERE ANY COLLATERAL IS OR MAY BE LOCATED.
SECTION 4.05. COVENANTS REGARDING PATENT, TRADEMARK AND COPYRIGHT COLLATERAL.
(A)
EACH US GRANTOR AGREES THAT IT WILL NOT TAKE OR OMIT TAKE TO ANY ACTION
(AND WILL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO PREVENT ITS LICENSEES FROM
TAKING OR OMITTING TO TAKE ANY ACTION) WHEREBY ANY PATENT THAT IS MATERIAL TO
THE CONDUCT OF SUCH GRANTOR'S BUSINESS MAY BECOME INVALIDATED OR DEDICATED TO
THE PUBLIC, AND AGREES 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 US GRANTOR (EITHER ITSELF OR THROUGH ITS LICENSEES OR ITS
SUBLICENSEES) WILL, FOR EACH TRADEMARK MATERIAL TO THE CONDUCT OF SUCH US
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 US GRANTOR (EITHER ITSELF OR THROUGH ITS LICENSEES OR SUBLICENSEES)
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 US GRANTOR SHALL NOTIFY THE ADMINISTRATIVE AGENT PROMPTLY IF IT KNOWS
OR HAS REASON TO KNOW 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 MATERIALLY 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, UNITED STATES COPYRIGHT OFFICE OR
ANY COURT OR SIMILAR OFFICE OF ANY COUNTRY) REGARDING SUCH US GRANTOR'S
OWNERSHIP OF ANY PATENT, TRADEMARK OR COPYRIGHT, ITS RIGHT TO REGISTER THE SAME,
OR ITS RIGHT TO KEEP AND MAINTAIN THE SAME.
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(E)
IN NO EVENT SHALL ANY US GRANTOR, EITHER ITSELF OR THROUGH ANY AGENT,
EMPLOYEE, LICENSEE OR DESIGNEE, FILE AN APPLICATION FOR ANY PATENT, TRADEMARK OR
COPYRIGHT (OR FOR THE REGISTRATION OF ANY TRADEMARK OR COPYRIGHT) WITH THE