OF ANY APPLICATION
FOR ANY PATENT, TRADEMARK, INDUSTRIAL DESIGN OR COPYRIGHT (OR ANY REGISTRATION
OF ANY PATENT, TRADEMARK, INDUSTRIAL DESIGN OR COPYRIGHT) SUCH GRANTOR HAS FILED
WITH THE CANADIAN INTELLECTUAL PROPERTY OFFICE OR IN ANY OTHER COUNTRY OR ANY
POLITICAL SUBDIVISION THEREOF OR ANY COPYRIGHT LICENSE FOR WHICH SUCH GRANTOR
HAS BECOME THE LICENSEE, IN EACH CASE, DURING SUCH FISCAL QUARTER, AND, UPON
REQUEST OF THE ADMINISTRATIVE AGENT, EXECUTE AND DELIVER 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 OF THE
FOREGOING, AND EACH GRANTOR HEREBY APPOINTS THE ADMINISTRATIVE AGENT AS ITS
ATTORNEY-IN-FACT TO EXECUTE AND FILE SUCH WRITINGS FOR THE FOREGOING PURPOSES,
ALL ACTS OF SUCH ATTORNEY BEING HEREBY RATIFIED AND CONFIRMED; SUCH POWER, BEING
COUPLED WITH AN INTEREST, IS IRREVOCABLE.
(F)
EACH GRANTOR WILL TAKE ALL NECESSARY STEPS THAT ARE CONSISTENT
WITH THE PRACTICE IN ANY PROCEEDING BEFORE THE CANADIAN INTELLECTUAL PROPERTY
OFFICE OR IN ANY OTHER COUNTRY OR ANY POLITICAL SUBDIVISION THEREOF, TO MAINTAIN
AND PURSUE EACH
16
APPLICATION RELATING TO MATERIAL TRADEMARKS AND EACH MATERIAL APPLICATION
RELATING TO THE PATENTS AND/OR COPYRIGHTS AND/OR INDUSTRIAL DESIGNS (AND TO
OBTAIN THE RELEVANT GRANT OR REGISTRATION) AND TO MAINTAIN EACH ISSUED PATENT
AND EACH REGISTRATION OF COPYRIGHTS AND/OR INDUSTRIAL DESIGNS THAT IS MATERIAL
TO THE CONDUCT OF ANY GRANTOR'S BUSINESS AND EACH REGISTRATION OF MATERIAL
TRADEMARKS, INCLUDING TIMELY FILINGS OF APPLICATIONS FOR RENEWAL, AFFIDAVITS OF
USE, AFFIDAVITS OF INCONTESTABILITY AND PAYMENT OF MAINTENANCE FEES, AND, IF
CONSISTENT WITH GOOD BUSINESS JUDGMENT, TO INITIATE OPPOSITION, INTERFERENCE AND
CANCELLATION PROCEEDINGS AGAINST THIRD PARTIES.
(G)
IN THE EVENT THAT ANY GRANTOR HAS REASON TO BELIEVE THAT ANY
COLLATERAL CONSISTING OF A PATENT, INDUSTRIAL DESIGN OR COPYRIGHT MATERIAL TO
THE CONDUCT OF ANY GRANTOR'S BUSINESS OR A MATERIAL TRADEMARK HAS BEEN OR IS
LIKELY TO BE INFRINGED, MISAPPROPRIATED OR DILUTED BY A THIRD PARTY, SUCH
GRANTOR PROMPTLY SHALL NOTIFY THE ADMINISTRATIVE AGENT AND SHALL, IF CONSISTENT
WITH REASONABLE 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 COLLATERAL.
EACH GRANTOR
FURTHER AGREES NOT TO ABANDON ANY MATERIAL TRADEMARK OR ANY PATENT, INDUSTRIAL
DESIGN, COPYRIGHT OR COPYRIGHT LICENSE THAT IN SUCH GRANTOR'S REASONABLE
BUSINESS JUDGMENT IS MATERIAL TO THE OPERATION OF SUCH GRANTOR'S BUSINESS
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.
(H)
UPON AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH
GRANTOR SHALL USE ITS BEST EFFORTS TO OBTAIN ALL REQUISITE CONSENTS OR APPROVALS
BY THE LICENSOR OF EACH COPYRIGHT LICENSE, PATENT LICENSE, INDUSTRIAL DESIGN
LICENSE OR MATERIAL TRADEMARK LICENSE UNDER WHICH SUCH GRANTOR IS A LICENSEE TO
EFFECT THE ASSIGNMENT OF ALL SUCH GRANTOR'S RIGHT, TITLE AND INTEREST THEREUNDER
TO THE ADMINISTRATIVE AGENT OR ITS DESIGNEE.
(I)
WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, EACH
GRANTOR HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT, WITH PROMPT