AND TRADEMARK OFFICE,
THE UNITED STATES COPYRIGHT OFFICE OR ANY SIMILAR OFFICES OR TRIBUNALS IN THE
UNITED STATES, ISRAEL AND THE EUROPEAN UNION, AND EXCEPT AS OTHERWISE DETERMINED
IN ITS GOOD FAITH BUSINESS JUDGMENT, ANY OTHER COUNTRY, TO MAINTAIN AND PURSUE
EACH MATERIAL APPLICATION RELATING TO THE INTELLECTUAL PROPERTY OWNED OR HELD BY
IT OR ON ITS BEHALF (AND TO OBTAIN THE RELEVANT GRANT OR REGISTRATION) AND TO
MAINTAIN EACH ISSUED PATENT AND EACH REGISTERED TRADEMARK AND COPYRIGHT THAT IS
MATERIAL TO THE CONDUCT OF ITS BUSINESS, INCLUDING TIMELY FILINGS OF
APPLICATIONS FOR RENEWAL, AFFIDAVITS OF USE, AFFIDAVITS OF INCONTESTABILITY AND
PAYMENT OF MAINTENANCE FEES, AND, IF CONSISTENT, IN GOOD FAITH, WITH GOOD
BUSINESS JUDGMENT, TO INITIATE OPPOSITION, INTERFERENCE AND CANCELLATION
PROCEEDINGS AGAINST THIRD PARTIES.
IN THE EVENT THAT IT HAS REASON TO BELIEVE
THAT ANY INTELLECTUAL PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS HAS BEEN
OR IS ABOUT TO BE INFRINGED, MISAPPROPRIATED OR DILUTED BY A THIRD PARTY, IT
PROMPTLY SHALL NOTIFY THE COLLATERAL AGENT IN WRITING AND SHALL, IF CONSISTENT
WITH GOOD BUSINESS JUDGMENT, PROMPTLY SUE FOR INFRINGEMENT, MISAPPROPRIATION OR
DILUTION AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH INFRINGEMENT,
MISAPPROPRIATION OR DILUTION, AND TAKE SUCH OTHER ACTIONS AS ARE APPROPRIATE
UNDER THE CIRCUMSTANCES TO PROTECT SUCH INTELLECTUAL PROPERTY.
27
(VII)
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, IT SHALL USE ITS
BEST EFFORTS TO OBTAIN ALL REQUISITE CONSENTS OR APPROVALS BY THE LICENSER OF
EACH LICENSE TO EFFECT THE ASSIGNMENT (AS COLLATERAL SECURITY) OF ALL OF ITS
RIGHT, TITLE AND INTEREST THEREUNDER TO THE COLLATERAL AGENT OR ITS DESIGNEE.
(VIII)
IT SHALL TAKE ALL STEPS REASONABLY NECESSARY TO PROTECT THE
SECRECY OF ALL TRADE SECRETS RELATING TO THE PRODUCTS AND SERVICES SOLD OR
DELIVERED UNDER OR IN CONNECTION WITH THE INTELLECTUAL PROPERTY OWNED OR HELD BY
OR ON ITS BEHALF, INCLUDING ENTERING INTO CONFIDENTIALITY AGREEMENTS WITH
EMPLOYEES AND LABELING AND RESTRICTING ACCESS TO SECRET INFORMATION AND
DOCUMENTS.
(IX)
IT SHALL IN ACCORDANCE WITH ITS PAST PRACTICES CONTINUE TO
COLLECT ALL AMOUNTS DUE OR TO BECOME DUE TO SUCH GRANTOR UNDER ALL INTELLECTUAL
PROPERTY, AND DILIGENTLY EXERCISE EACH MATERIAL RIGHT IT MAY HAVE THEREUNDER, IN
EACH CASE AT ITS OWN COST AND EXPENSE, AND IN CONNECTION WITH SUCH COLLECTIONS
AND EXERCISE, IT SHALL, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, TAKE SUCH ACTION AS IT OR THE COLLATERAL AGENT MAY REASONABLY
DEEM NECESSARY.
NOTWITHSTANDING THE FOREGOING, THE COLLATERAL AGENT SHALL HAVE
THE RIGHT AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT TO NOTIFY, OR REQUIRE SUCH GRANTOR TO NOTIFY, ANY RELEVANT
OBLIGORS WITH RESPECT TO SUCH AMOUNTS OF THE COLLATERAL AGENT'S SECURITY
INTEREST THEREIN.
Section 3.7
Commercial Tort Claims
(a)
Representations and Warranties.
Each of the U.S. Grantors,
jointly with the other U.S. Grantors and severally, represents and warrants to
the Collateral Agent and the other Secured Parties that Schedule 3.7 sets forth,
as of the Applicable Date, all Commercial Tort Claims