REQUIRED BY THE LOAN AGREEMENT OR TO PAY ANY PREMIUM IN
WHOLE OR PART RELATING THERETO, THE AGENT MAY, WITHOUT WAIVING OR RELEASING ANY
OBLIGATION OR LIABILITY OF THE GRANTORS HEREUNDER OR ANY EVENT OF DEFAULT, IN
ITS SOLE DISCRETION, OBTAIN AND MAINTAIN SUCH POLICIES OF INSURANCE AND PAY SUCH
PREMIUM AND TAKE ANY OTHER ACTIONS WITH RESPECT
15
THERETO AS THE AGENT DEEMS ADVISABLE OR NECESSARY.
ALL SUMS DISBURSED BY THE
AGENT IN CONNECTION WITH THIS PARAGRAPH, INCLUDING REASONABLE ATTORNEYS' FEES,
COURT COSTS, EXPENSES AND OTHER CHARGES RELATING THERETO, SHALL BE PAYABLE, UPON
DEMAND, BY THE GRANTORS TO THE AGENT AND SHALL BE ADDITIONAL OBLIGATIONS SECURED
HEREBY.
(J)
(I)
ON THE DATE HEREOF, EXCEPT TO THE EXTENT LISTED IN
SECTION 4.01 ABOVE, NO GRANTOR HAS RIGHTS IN ANY COMMERCIAL TORT CLAIM WITH
POTENTIAL VALUE IN EXCESS OF $1,000,000.
(II)
UPON THE FILING OF A FINANCING STATEMENT COVERING AND PROPERLY
DESCRIBING ANY COMMERCIAL TORT CLAIM REFERRED TO IN CLAUSE (III) HEREOF AGAINST
SUCH GRANTOR IN THE JURISDICTION SPECIFIED IN EXHIBIT II HERETO, THE SECURITY
INTEREST GRANTED IN SUCH COMMERCIAL TORT CLAIM WILL CONSTITUTE A VALID PERFECTED
SECURITY INTEREST IN FAVOR OF THE AGENT, FOR THE RATABLE BENEFIT OF THE SECURED
PARTIES, AS COLLATERAL SECURITY FOR SUCH GRANTOR'S OBLIGATIONS, ENFORCEABLE IN
ACCORDANCE WITH THE TERMS HEREOF AGAINST ALL CREDITORS OF SUCH GRANTOR AND ANY
PERSONS PURPORTING TO PURCHASE SUCH COLLATERAL FROM GRANTOR, WHICH SECURITY
INTEREST SHALL BE PRIOR TO ALL OTHER LIENS ON SUCH COLLATERAL EXCEPT FOR
UNRECORDED LIENS PERMITTED BY THE LOAN AGREEMENT WHICH HAVE PRIORITY OVER THE
LIENS ON SUCH COLLATERAL BY OPERATION OF LAW.
(III)
IF SUCH GRANTOR SHALL OBTAIN AN INTEREST IN ANY COMMERCIAL TORT
CLAIM WITH A POTENTIAL VALUE IN EXCESS OF $1,000,000, SUCH GRANTOR SHALL WITHIN
30 DAYS OF OBTAINING SUCH INTEREST SIGN AND DELIVER DOCUMENTATION REASONABLY
ACCEPTABLE TO THE AGENT GRANTING A SECURITY INTEREST UNDER THE TERMS AND
PROVISIONS OF THIS AGREEMENT IN AND TO SUCH COMMERCIAL TORT CLAIM.
SECTION 4.04.
Covenants Regarding Patent, Trademark and Copyright Collateral.
(a)
Each Grantor agrees that it will not do any act or omit to do any act (and
will exercise commercially reasonable efforts to prevent its licensees from
doing any act or omitting to do any act) (i) whereby any Intellectual Property
that is material to the normal conduct of such Grantor's business may become
invalidated or prematurely dedicated to the public and (ii) that violates any
third party's rights in respect of any Intellectual Property in any material
respect and agrees that it shall take commercially reasonable steps with respect
to any material products covered by any Patent material to the normal conduct of
such Grantor's business to mark such products with the relevant patent number to
the extent it determines necessary and sufficient to establish and preserve its
rights under applicable patent laws.
(B)
EACH GRANTOR WILL, AND WILL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO CAUSE ITS LICENSEES OR ITS SUBLICENSEES TO, FOR EACH TRADEMARK
MATERIAL TO THE NORMAL CONDUCT OF SUCH GRANTOR'S