TO THE PUBLIC, OR
OF ANY ADVERSE DETERMINATION OR DEVELOPMENT (INCLUDING, WITHOUT LIMITATION, THE
INSTITUTION OF, OR ANY SUCH DETERMINATION OR DEVELOPMENT IN, ANY PROCEEDING IN
THE UNITED STATES PATENT AND TRADEMARK OFFICE OR ANY COURT OR TRIBUNAL IN ANY
COUNTRY) REGARDING THE VALIDITY, ENFORCEABILITY OR GRANTOR'S OWNERSHIP INTEREST
IN SUCH PRODUCT TRADEMARK; OR ITS RIGHT TO REGISTER THE SAME OR TO KEEP AND
MAINTAIN THE SAME.
(III)
THE GRANTOR WILL, AT GRANTOR'S EXPENSE, WITH
RESPECT TO ANY PRODUCT TRADEMARK OR PRODUCT TRADEMARK APPLICATION THAT IS
REGISTERED OR FOR WHICH AN APPLICATION FOR REGISTRATION IS FILED AFTER THE DATE
HEREOF, PROMPTLY (I) TAKE ALL ACTIONS NECESSARY SO THAT THE SECURED PARTIES
SHALL OBTAIN A PERFECTED SECURITY INTEREST IN SUCH PRODUCT TRADEMARK OR PRODUCT
TRADEMARK APPLICATION AND (II) PROVIDE TO THE SECURED PARTIES AN UPDATED VERSION
OF EXHIBIT B LISTING ALL REGISTERED PRODUCT TRADEMARKS AND PRODUCT TRADEMARK
APPLICATIONS IN WHICH THE GRANTOR HAS AN INTEREST.
WITH RESPECT TO THIS
PARAGRAPH 4(J)(III), AN EVENT OF DEFAULT IS CONTINUING IF AFTER A PERIOD OF 30
DAYS FOLLOWING THE MAILING OF THE CERTIFICATE OF REGISTRATION OR 30 DAYS
FOLLOWING RECEIPT OF A FILING RECEIPT THAT IDENTIFIES THE SERIAL NUMBER THEREOF,
GRANTOR HAS NOT PROVIDED NOTICE THEREOF TO THE SECURED PARTIES.
(IV)
UPON REQUEST OF THE SECURED PARTIES, THE
GRANTOR SHALL EXECUTE AND DELIVER ANY AND ALL AGREEMENTS, INSTRUMENTS,
DOCUMENTS, AND PAPERS AS THE SECURED PARTIES MAY REQUEST TO EVIDENCE THE SECURED
PARTIES' SECURITY INTEREST IN ANY PRODUCT TRADEMARK SET FORTH ON EXHIBIT B AND
THE GOODWILL AND GENERAL INTANGIBLES OF THE GRANTOR RELATING THERETO OR
REPRESENTED THEREBY, AND THE GRANTOR HEREBY CONSTITUTES THE SECURED PARTIES
THEIR ATTORNEY-IN-FACT TO EXECUTE AND FILE ALL SUCH WRITINGS FOR THE FOREGOING
PURPOSES, ALL ACTS OF SUCH ATTORNEY BEING HEREBY RATIFIED AND CONFIRMED; SUCH
POWER BEING COUPLED WITH AN INTEREST IS IRREVOCABLE UNTIL THE GRANTOR SHALL HAVE
PAID AND PERFORMED IN FULL ALL OF ITS OBLIGATIONS UNDER THE CONVERTIBLE NOTES.
(V)
THE GRANTOR WILL, AT GRANTOR'S EXPENSE, TAKE
ALL REASONABLE AND NECESSARY STEPS, INCLUDING, WITHOUT LIMITATION, IN ANY
PROCEEDING BEFORE THE UNITED STATES PATENT AND TRADEMARK OFFICE TO MAINTAIN AND
PURSUE EACH PRODUCT TRADEMARK APPLICATION (AND TO OBTAIN THE RELEVANT
REGISTRATION) AND TO MAINTAIN THE REGISTRATION OF THE PRODUCT TRADEMARKS,
INCLUDING, WITHOUT LIMITATION, FILING OF APPLICATIONS FOR RENEWAL, AFFIDAVITS OF
USE AND AFFIDAVITS OF INCONTESTABILITY.
(VI)
IN THE EVENT THAT GRANTOR BELIEVES THAT ANY
PRODUCT TRADEMARK INCLUDED IN THE COLLATERAL HAS BEEN INFRINGED, MISAPPROPRIATED
OR DILUTED BY A THIRD PARTY, THE GRANT SHALL, WITHIN 10 DAYS OF FORMING SUCH
BELIEF, SEND A WRITTEN NOTICE TO SUCH THIRD PARTY DEMANDING THAT THEY CEASE SUCH
INFRINGEMENT, MISAPPROPRIATION OR DILUTION, AND THE GRANTOR SHALL NOTIFY THE
SECURED PARTIES AND, IF APPROPRIATE IN GRANTOR'S SOLE DISCRETION, AT ITS OWN
EXPENSE, SUE FOR INFRINGEMENT, MISAPPROPRIATION OR DILUTION, SEEKING INJUNCTIVE
RELIEF WHERE APPROPRIATE AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH
INFRINGEMENT, MISAPPROPRIATION OR DILUTION, OR TAKE SUCH OTHER ACTION AS THE
GRANTOR REASONABLY, IN ITS SOLE DISCRETION, DEEMS APPROPRIATE UNDER THE
CIRCUMSTANCES TO