ANY
PROCEEDING BEFORE THE UNITED STATES PATENT AND TRADEMARK OFFICE OR UNITED STATES
COPYRIGHT OFFICE, OR ANY OFFICE OR AGENCY IN ANY POLITICAL SUBDIVISION OF THE
UNITED STATES OR IN ANY OTHER COUNTRY OR ANY POLITICAL SUBDIVISION THEREOF, TO
MAINTAIN AND PURSUE EACH MATERIAL APPLICATION RELATING TO THE PATENTS,
TRADEMARKS AND/OR COPYRIGHTS (AND TO OBTAIN THE RELEVANT GRANT OR REGISTRATION)
AND TO MAINTAIN EACH ISSUED PATENT AND EACH REGISTRATION OF THE TRADEMARKS OR
COPYRIGHTS THAT IS MATERIAL TO THE CONDUCT OF ANY GRANTOR'S BUSINESS, INCLUDING
TIMELY FILINGS OF APPLICATIONS FOR RENEWAL, AFFIDAVITS OF USE, AFFIDAVITS OF
INCONTESTABILITY AND PAYMENT OF MAINTENANCE FEES, AND, IF CONSISTENT WITH
COMMERCIALLY REASONABLE 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 MATERIAL PATENT, TRADEMARK OR
COPYRIGHT HAS BEEN OR IS ABOUT TO BE INFRINGED, MISAPPROPRIATED OR DILUTED BY A
THIRD PARTY, SUCH GRANTOR PROMPTLY SHALL NOTIFY THE COLLATERAL AGENT AND SHALL,
IF CONSISTENT WITH COMMERCIALLY 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 REASONABLY APPROPRIATE UNDER THE CIRCUMSTANCES TO PROTECT SUCH
COLLATERAL.
(H)
TO EACH GRANTOR'S ACTUAL KNOWLEDGE, ON AND
AS OF THE DATE HEREOF, SUCH GRANTOR IS NOT INFRINGING UPON ANY PATENT, TRADEMARK
OR COPYRIGHT OF ANY OTHER PERSON OTHER THAN SUCH INFRINGEMENT THAT, INDIVIDUALLY
OR IN THE AGGREGATE, WOULD NOT (OR WOULD NOT REASONABLY BE EXPECTED TO) RESULT
IN A MATERIAL ADVERSE EFFECT ON THE VALUE OR UTILITY OF THE COLLATERAL
CONSISTING OF INTELLECTUAL PROPERTY OR ANY PORTION THEREOF MATERIAL TO THE USE
AND OPERATION OF THE COLLATERAL AND NO PROCEEDINGS HAVE BEEN INSTITUTED OR ARE
PENDING AGAINST SUCH GRANTOR OR, TO SUCH GRANTOR'S KNOWLEDGE, THREATENED, AND NO
CLAIM AGAINST SUCH GRANTOR HAS BEEN RECEIVED BY SUCH GRANTOR, ALLEGING ANY SUCH
VIOLATION.
(I)
UPON AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, EACH GRANTOR SHALL UPON THE WRITTEN REQUEST OF THE COLLATERAL
AGENT USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL REQUISITE CONSENTS
OR APPROVALS BY THE LICENSOR OF EACH COPYRIGHT LICENSE, PATENT LICENSE OR
TRADEMARK LICENSE TO EFFECT THE ASSIGNMENT OF ALL OF SUCH GRANTOR'S RIGHT, TITLE
AND INTEREST THEREUNDER TO THE COLLATERAL AGENT OR ITS DESIGNEES.
16
Notwithstanding anything herein to the contrary, any Grantor may, for
commercially reasonable cause, abandon or allow to become lost or dedicated to
the public any Patent, Trademark or Copyright.
ARTICLE V
REMEDIES
SECTION 5.01.
REMEDIES UPON DEFAULT. UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR AGREES UPON WRITTEN
REQUEST TO DELIVER EACH ITEM OF COLLATERAL TO THE COLLATERAL AGENT, AND IT IS
AGREED THAT THE COLLATERAL AGENT SHALL HAVE THE RIGHT TO TAKE ANY OF OR ALL THE
FOLLOWING ACTIONS AT THE SAME OR DIFFERENT TIMES:
(A) WITH RESPECT TO ANY
COLLATERAL CONSISTING OF INTELLECTUAL PROPERTY, ON DEMAND, TO CAUSE THE SECURITY
INTEREST