IN THE ORDINARY COURSE OF BUSINESS
OR AS SET FORTH IN THIS IP AGREEMENT;
(D)
TO ITS KNOWLEDGE, EACH OF THE PATENTS IS VALID AND ENFORCEABLE,
AND NO PART OF THE INTELLECTUAL PROPERTY COLLATERAL HAS BEEN JUDGED INVALID OR
UNENFORCEABLE, IN WHOLE OR IN PART, AND NO CLAIM HAS BEEN MADE THAT ANY PART OF
THE INTELLECTUAL PROPERTY COLLATERAL VIOLATES THE RIGHTS OF ANY THIRD PARTY;
(E)
GRANTOR SHALL PROMPTLY ADVISE LENDER OF ANY MATERIAL ADVERSE
CHANGE IN THE COMPOSITION OF THE COLLATERAL, INCLUDING BUT NOT LIMITED TO ANY
SUBSEQUENT OWNERSHIP RIGHT OF THE GRANTOR IN OR TO ANY TRADEMARK, PATENT,
COPYRIGHT, OR MASK WORK SPECIFIED IN THIS IP AGREEMENT;
(F)
GRANTOR SHALL (I) PROTECT, DEFEND AND MAINTAIN THE VALIDITY AND
ENFORCEABILITY OF THE TRADEMARKS, PATENTS, COPYRIGHTS, AND MASK WORKS, (II) USE
ITS BEST EFFORTS TO DETECT INFRINGEMENTS OF THE TRADEMARKS, PATENTS, COPYRIGHTS,
AND MASK WORKS AND PROMPTLY ADVISE LENDER IN WRITING OF MATERIAL INFRINGEMENTS
DETECTED AND (III) NOT ALLOW ANY TRADEMARKS, PATENTS, COPYRIGHTS, OR MASK WORKS
TO BE ABANDONED, FORFEITED OR DEDICATED TO THE PUBLIC WITHOUT THE WRITTEN
CONSENT OF LENDER, WHICH SHALL NOT BE UNREASONABLY WITHHELD, UNLESS GRANTOR
DETERMINES THAT REASONABLE BUSINESS PRACTICES SUGGEST THAT ABANDONMENT IS
APPROPRIATE.
2
(G)
GRANTOR SHALL PROMPTLY REGISTER THE MOST RECENT VERSION OF ANY OF
GRANTOR'S COPYRIGHTS, IF NOT SO ALREADY REGISTERED, AND SHALL, FROM TIME TO
TIME, EXECUTE AND FILE SUCH OTHER INSTRUMENTS, AND TAKE SUCH FURTHER ACTIONS AS
LENDER MAY REASONABLY REQUEST FROM TIME TO TIME TO PERFECT OR CONTINUE THE
PERFECTION OF LENDER'S INTEREST IN THE INTELLECTUAL PROPERTY COLLATERAL;
(H)
THIS IP AGREEMENT CREATES, AND IN THE CASE OF AFTER ACQUIRED
INTELLECTUAL PROPERTY COLLATERAL, THIS IP AGREEMENT WILL CREATE AT THE TIME
GRANTOR FIRST HAS RIGHTS IN SUCH AFTER ACQUIRED INTELLECTUAL PROPERTY
COLLATERAL, IN FAVOR OF LENDER A VALID AND PERFECTED FIRST PRIORITY SECURITY
INTEREST IN THE INTELLECTUAL PROPERTY COLLATERAL IN THE UNITED STATES SECURING
THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS EVIDENCED BY THE LOAN AGREEMENT
UPON MAKING THE FILINGS REFERRED TO IN CLAUSE (I) BELOW;
(I)
TO ITS KNOWLEDGE, EXCEPT FOR, AND UPON, THE FILING WITH THE
UNITED STATES PATENT AND TRADEMARK OFFICE WITH RESPECT TO THE PATENTS AND
TRADEMARKS AND THE REGISTER OF COPYRIGHTS
WITH RESPECT TO THE COPYRIGHTS AND
MASK WORKS NECESSARY TO PERFECT THE SECURITY INTERESTS CREATED HEREUNDER AND
EXCEPT AS HAS BEEN ALREADY MADE OR OBTAINED, NO AUTHORIZATION, APPROVAL OR OTHER
ACTION BY, AND NO NOTICE TO OR FILING WITH, ANY U.S. GOVERNMENTAL AUTHORITY OR
U.S. REGULATORY BODY IS REQUIRED EITHER (I) FOR THE GRANT BY GRANTOR OF THE
SECURITY INTEREST GRANTED HEREBY OR FOR THE EXECUTION, DELIVERY OR PERFORMANCE
OF THIS IP AGREEMENT BY GRANTOR IN THE U.S. OR (II) FOR THE PERFECTION IN THE
UNITED STATES OR THE EXERCISE BY LENDER OF ITS RIGHTS AND REMEDIES THEREUNDER;
(J)
ALL INFORMATION HERETOFORE, HEREIN OR HEREAFTER SUPPLIED TO
LENDER BY OR ON BEHALF OF GRANTOR WITH RESPECT TO THE INTELLECTUAL PROPERTY
COLLATERAL IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
(K)
GRANTOR