INTANGIBLES OF THE GRANTOR
RELATING THERETO OR REPRESENTED THEREBY.
(D)
THE GRANTOR SHALL TAKE ALL ACTIONS NECESSARY OR REQUESTED BY THE
LENDER TO MAINTAIN AND PURSUE EACH APPLICATION, TO OBTAIN THE RELEVANT
REGISTRATION AND TO MAINTAIN THE REGISTRATION OF EACH OF THE PATENTS, TRADEMARKS
AND COPYRIGHTS (NOW OR HEREAFTER EXISTING), INCLUDING THE FILING OF APPLICATIONS
FOR RENEWAL, AFFIDAVITS OF USE, AFFIDAVITS OF NONCONTESTABILITY AND OPPOSITION
AND INTERFERENCE AND CANCELLATION PROCEEDINGS, UNLESS THE GRANTOR SHALL
DETERMINE THAT SUCH PATENT, TRADEMARK OR COPYRIGHT IS NOT MATERIAL TO THE
CONDUCT OF ITS BUSINESS.
(E)
THE GRANTOR SHALL, UNLESS IT SHALL REASONABLY DETERMINE THAT SUCH
PATENT, TRADEMARK OR COPYRIGHT IS IN NO WAY MATERIAL TO THE CONDUCT OF ITS
BUSINESS OR OPERATIONS, PROMPTLY SUE FOR INFRINGEMENT, MISAPPROPRIATION OR
DILUTION AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH INFRINGEMENT,
MISAPPROPRIATION OR DILUTION, AND SHALL TAKE SUCH OTHER ACTIONS AS THE LENDER
SHALL DEEM APPROPRIATE UNDER THE CIRCUMSTANCES TO PROTECT SUCH PATENT, TRADEMARK
OR COPYRIGHT.
IN THE EVENT THAT THE GRANTOR INSTITUTES SUIT BECAUSE ANY OF THE
PATENTS, TRADEMARKS OR COPYRIGHTS CONSTITUTING COLLATERAL IS INFRINGED UPON, OR
MISAPPROPRIATED OR DILUTED BY A THIRD PARTY, THE GRANTOR SHALL COMPLY WITH
SECTION 4.8.
4.8.
COMMERCIAL TORT CLAIMS.
THE GRANTOR SHALL PROMPTLY, AND IN ANY
EVENT WITHIN TWO BUSINESS DAYS AFTER THE SAME IS ACQUIRED BY IT, NOTIFY THE
LENDER OF ANY COMMERCIAL TORT CLAIM (AS DEFINED IN THE UCC) ACQUIRED BY IT AND,
UNLESS THE LENDER OTHERWISE CONSENTS, THE GRANTOR SHALL ENTER INTO AN AMENDMENT
TO THIS SECURITY AGREEMENT, IN THE FORM OF EXHIBIT I HERETO, GRANTING TO LENDER
A FIRST PRIORITY SECURITY INTEREST IN SUCH COMMERCIAL TORT CLAIM.
4.9.
LETTER-OF-CREDIT RIGHTS.
IF THE GRANTOR IS OR BECOMES THE
BENEFICIARY OF ANY LETTERS OF CREDIT WITH AN AGGREGATE FACE AMOUNT IN EXCESS OF
$50,000, THE GRANTOR SHALL PROMPTLY, AND IN ANY EVENT WITHIN TWO BUSINESS DAYS
AFTER BECOMING A BENEFICIARY, NOTIFY THE LENDER THEREOF AND,
13
UPON LENDER'S REQUEST, CAUSE THE ISSUER AND/OR CONFIRMATION BANK TO CONSENT TO
THE ASSIGNMENT OF ANY LETTER-OF-CREDIT RIGHTS TO THE LENDER.
4.10.
FEDERAL, STATE OR MUNICIPAL CLAIMS.
THE GRANTOR WILL PROMPTLY
NOTIFY THE LENDER OF ANY COLLATERAL WHICH CONSTITUTES A CLAIM AGAINST THE UNITED
STATES GOVERNMENT OR ANY STATE OR LOCAL GOVERNMENT OR ANY INSTRUMENTALITY OR
AGENCY THEREOF, THE ASSIGNMENT OF WHICH CLAIM IS RESTRICTED BY FEDERAL, STATE OR
MUNICIPAL LAW.
4.11.
NO INTERFERENCE.
THE GRANTOR AGREES THAT IT WILL NOT INTERFERE
WITH ANY RIGHT, POWER AND REMEDY OF THE LENDER PROVIDED FOR IN THIS SECURITY
AGREEMENT OR NOW OR HEREAFTER EXISTING AT LAW OR IN EQUITY OR BY STATUTE OR
OTHERWISE, OR THE EXERCISE OR BEGINNING OF THE EXERCISE BY THE LENDER OF ANY ONE
OR MORE OF SUCH RIGHTS, POWERS OR REMEDIES.
4.12.
INSURANCE.
(A)
ALL INSURANCE POLICIES REQUIRED HEREUNDER OR UNDER SECTION 5.09 OF
THE CREDIT AGREEMENT SHALL NAME THE LENDER AS AN ADDITIONAL INSURED OR AS LOSS
PAYEE, AS APPLICABLE, AND SHALL CONTAIN LOSS PAYABLE CLAUSES OR MORTGAGEE
CLAUSES, THROUGH ENDORSEMENTS IN FORM AND SUBSTANCE SATISFACTORY