(II) ARRANGE FOR THE COLLATERAL AGENT TO BECOME THE
TRANSFEREE BENEFICIARY OF THE LETTER OF CREDIT, WITH THE COLLATERAL AGENT
AGREEING, IN EACH CASE, THAT THE PROCEEDS OF ANY DRAWING UNDER THE LETTER OF
CREDIT ARE TO BE PAID TO THE APPLICABLE GRANTOR UNLESS AN EVENT OF DEFAULT HAS
OCCURRED OR IS CONTINUING.
(F) COMMERCIAL TORT CLAIMS. IF ANY GRANTOR SHALL AT ANY TIME HOLD OR ACQUIRE A
COMMERCIAL TORT CLAIM IN AN AMOUNT REASONABLY ESTIMATED TO EXCEED US$1,000,000,
SUCH GRANTOR SHALL PROMPTLY NOTIFY THE COLLATERAL AGENT THEREOF IN A WRITING
SIGNED BY SUCH GRANTOR INCLUDING A SUMMARY DESCRIPTION OF SUCH CLAIM AND GRANT
TO THE COLLATERAL AGENT IN SUCH WRITING A SECURITY INTEREST THEREIN AND IN THE
PROCEEDS THEREOF, ALL UPON THE TERMS OF THIS AGREEMENT, WITH SUCH WRITING TO BE
CUSTOMARY IN FORM AND SUBSTANCE.
(G) COLLATERAL ACCESS AGREEMENTS. EACH GRANTOR SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN A COLLATERAL ACCESS AGREEMENT FROM THE LESSOR OF EACH LEASED
PROPERTY, MORTGAGEE OF OWNED PROPERTY OR BAILEE OR CONSIGNEE WITH RESPECT TO ANY
WAREHOUSE, PROCESSOR OR CONVERTER FACILITY OR OTHER LOCATION WHERE COLLATERAL IS
STORED OR LOCATED, WHICH AGREEMENT OR LETTER SHALL PROVIDE ACCESS RIGHTS AND
CONTAIN A WAIVER OR SUBORDINATION OF ALL LIENS OR CLAIMS THAT THE LANDLORD,
MORTGAGEE, BAILEE OR CONSIGNEE MAY ASSERT AGAINST THE COLLATERAL AT THAT
LOCATION. 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 3.05. COVENANTS REGARDING PATENT, TRADEMARK AND COPYRIGHT COLLATERAL.
(A)
EACH 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.
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(B)
EACH GRANTOR (EITHER ITSELF OR THROUGH ITS LICENSEES OR ITS SUBLICENSEES)
WILL, FOR EACH TRADEMARK MATERIAL TO THE CONDUCT OF SUCH 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 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