USES ANY INTELLECTUAL PROPERTY MATERIAL TO ITS BUSINESS TO
INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON.
(E)
SUCH GRANTOR WILL NOTIFY THE ADMINISTRATIVE AGENT AND THE LENDERS
IMMEDIATELY IF IT KNOWS, OR HAS REASON TO KNOW, THAT ANY APPLICATION OR
REGISTRATION RELATING TO ANY MATERIAL INTELLECTUAL PROPERTY MAY BECOME
FORFEITED, ABANDONED OR DEDICATED TO THE PUBLIC, OR OF ANY ADVERSE DETERMINATION
OR DEVELOPMENT (INCLUDING THE INSTITUTION OF, OR ANY SUCH DETERMINATION OR
DEVELOPMENT IN, ANY PROCEEDING IN THE UNITED STATES PATENT AND TRADEMARK OFFICE,
THE UNITED STATES COPYRIGHT OFFICE OR ANY COURT OR TRIBUNAL IN ANY COUNTRY)
REGARDING, SUCH GRANTOR'S OWNERSHIP OF, OR THE VALIDITY OF, ANY MATERIAL
INTELLECTUAL PROPERTY OR SUCH GRANTOR'S RIGHT TO REGISTER THE SAME OR TO OWN AND
MAINTAIN THE SAME.
(F)
WHENEVER SUCH GRANTOR, EITHER BY ITSELF OR THROUGH ANY AGENT,
EMPLOYEE, LICENSEE OR DESIGNEE, SHALL FILE AN APPLICATION FOR THE REGISTRATION
OF ANY INTELLECTUAL PROPERTY WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE,
THE UNITED STATES COPYRIGHT OFFICE OR ANY SIMILAR OFFICE OR AGENCY IN ANY OTHER
COUNTRY OR ANY POLITICAL SUBDIVISION THEREOF, SUCH GRANTOR SHALL REPORT SUCH
FILING TO THE ADMINISTRATIVE AGENT CONCURRENTLY WITH THE NEXT DELIVERY OF
FINANCIAL STATEMENTS OF THE COMPANY PURSUANT TO SECTION 10.1 OF THE CREDIT
AGREEMENT. UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, SUCH GRANTOR SHALL
EXECUTE AND DELIVER, AND HAVE RECORDED, ANY AND ALL AGREEMENTS, INSTRUMENTS,
DOCUMENTS, AND PAPERS AS THE ADMINISTRATIVE AGENT MAY REQUEST TO EVIDENCE THE
ADMINISTRATIVE AGENT'S AND THE LENDERS' SECURITY INTEREST IN ANY COPYRIGHT,
PATENT OR TRADEMARK AND THE GOODWILL AND GENERAL INTANGIBLES OF SUCH GRANTOR
RELATING THERETO OR REPRESENTED THEREBY.
12
(G)
SUCH GRANTOR WILL TAKE ALL REASONABLE AND NECESSARY STEPS TO
MAINTAIN AND PURSUE EACH APPLICATION (AND TO OBTAIN THE RELEVANT REGISTRATION)
AND TO MAINTAIN EACH REGISTRATION OF ALL MATERIAL INTELLECTUAL PROPERTY OWNED BY
IT.
(H)
IN THE EVENT THAT ANY MATERIAL INTELLECTUAL PROPERTY IS INFRINGED
UPON OR MISAPPROPRIATED OR DILUTED BY A THIRD PARTY, SUCH GRANTOR SHALL (I) TAKE
SUCH ACTIONS AS SUCH GRANTOR SHALL REASONABLY DEEM APPROPRIATE UNDER THE
CIRCUMSTANCES TO PROTECT SUCH INTELLECTUAL PROPERTY AND (II) IF SUCH
INTELLECTUAL PROPERTY IS OF MATERIAL ECONOMIC VALUE, PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT AFTER IT LEARNS THEREOF AND, TO THE EXTENT, IN ITS
REASONABLE JUDGMENT, SUCH GRANTOR DETERMINES IT APPROPRIATE UNDER THE
CIRCUMSTANCES, SUE FOR INFRINGEMENT, MISAPPROPRIATION OR DILUTION, TO SEEK
INJUNCTIVE RELIEF WHERE APPROPRIATE AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH
INFRINGEMENT, MISAPPROPRIATION OR DILUTION.
5.8
RESERVED.
5.9
DEPOSITARY AND OTHER DEPOSIT ACCOUNTS. (A) ON OR BEFORE THE
CLOSING DATE, THE GRANTORS SHALL (I) DIRECT ALL OF THEIR ACCOUNT DEBTORS TO MAKE
ALL PAYMENTS ON THEIR ACCOUNTS DIRECTLY TO ONE OR MORE DEPOSIT ACCOUNTS OWNED
AND CONTROLLED BY THE GRANTORS AND MAINTAINED WITH THE ADMINISTRATIVE AGENT AND
(II) CAUSE ANY PERSON ACTING FOR OR IN CONCERT WITH THE GRANTORS THAT RECEIVED
ANY MONIES, CHECKS, NOTES, DRAFTS OR OTHER PAYMENTS RELATING TO OR AS PROCEEDS
FROM ACCOUNT DEBTORS TO PROMPTLY REMIT THE SAME TO SUCH DEPOSIT