SAME.
14
(F)
WHENEVER SUCH GRANTOR, EITHER BY ITSELF OR THROUGH ANY AGENT,
EMPLOYEE, LICENSEE OR DESIGNEE, SHALL FILE AN APPLICATION FOR THE REGISTRATION
OF ANY INTELLECTUAL PROPERTY WITH 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, SUCH GRANTOR SHALL REPORT SUCH
FILING TO THE ADMINISTRATIVE AGENT CONCURRENTLY WITH THE NEXT DELIVERY OF
FINANCIAL STATEMENTS OF THE COMPANY PURSUANT TO SECTION 10.1 OF THE CREDIT
AGREEMENT.
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, SUCH GRANTOR SHALL
EXECUTE AND DELIVER, AND HAVE RECORDED, ANY AND ALL AGREEMENTS, INSTRUMENTS,
DOCUMENTS, AND PAPERS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST TO
EVIDENCE THE ADMINISTRATIVE AGENT'S 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 TO
MAINTAIN AND PURSUE EACH APPLICATION (AND TO OBTAIN THE RELEVANT REGISTRATION)
AND TO MAINTAIN EACH REGISTRATION OF ALL MATERIAL INTELLECTUAL PROPERTY OWNED BY
IT.
(H)
IN THE EVENT THAT ANY MATERIAL INTELLECTUAL PROPERTY IS INFRINGED
UPON OR 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, TO THE EXTENT, IN ITS
REASONABLE JUDGMENT, SUCH GRANTOR DETERMINES IT APPROPRIATE UNDER THE
CIRCUMSTANCES, 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.
5.7
SELLER UNDERTAKINGS.
(A)
EACH GRANTOR SHALL KEEP THE ADMINISTRATIVE AGENT INFORMED OF ALL
CIRCUMSTANCES BEARING UPON ANY MATERIAL CLAIM (INCLUDING ANY SUCH POTENTIAL
CLAIM) UNDER OR WITH RESPECT TO THE ASSIGNED AGREEMENTS AND THE SELLER
UNDERTAKINGS AND SUCH GRANTOR SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE ADMINISTRATIVE AGENT, (I) WAIVE ANY OF ITS RIGHTS OR REMEDIES UNDER ANY
ASSIGNED AGREEMENT WITH RESPECT TO ANY OF THE SELLER UNDERTAKINGS IN EXCESS OF
$500,000, (II) SETTLE, COMPROMISE OR OFFSET ANY AMOUNT PAYABLE BY THE SELLERS TO
SUCH GRANTOR UNDER ANY ASSIGNED AGREEMENT IN EXCESS OF $500,000 OR (III) AMEND
OR OTHERWISE MODIFY ANY ASSIGNED AGREEMENT IN ANY MANNER WHICH IS ADVERSE TO THE
INTERESTS OF THE ADMINISTRATIVE AGENT OR ANY LENDER.
(B)
EACH GRANTOR SHALL PERFORM AND OBSERVE ALL THE TERMS AND CONDITIONS
OF EACH ASSIGNED AGREEMENT TO BE PERFORMED BY IT, MAINTAIN EACH ASSIGNED
AGREEMENT IN FULL FORCE AND EFFECT, ENFORCE EACH ASSIGNED AGREEMENT IN
ACCORDANCE WITH ITS TERMS AND TAKE ALL SUCH ACTION TO SUCH END AS MAY FROM TIME
TO TIME BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT.
(C)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, (I) EACH
APPLICABLE GRANTOR SHALL REMAIN LIABLE UNDER EACH ASSIGNED AGREEMENT TO THE
EXTENT SET FORTH THEREIN TO PERFORM ALL OF ITS DUTIES AND OBLIGATIONS THEREUNDER
TO THE SAME