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 BANK IN WRITING OF MATERIAL INFRINGEMENTS
DETECTED AND (III) NOT ALLOW ANY TRADEMARKS, PATENTS, COPYRIGHTS, OR MASK WORKS
TO BE
2
ABANDONED, FORFEITED OR DEDICATED TO THE PUBLIC WITHOUT THE WRITTEN CONSENT OF
BANK, WHICH SHALL NOT BE UNREASONABLY WITHHELD, UNLESS GRANTOR DETERMINES THAT
REASONABLE BUSINESS PRACTICES SUGGEST THAT ABANDONMENT IS APPROPRIATE.
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GRANTOR SHALL TAKE SUCH FURTHER ACTIONS AS BANK MAY REASONABLY
REQUEST FROM TIME TO TIME TO PERFECT OR CONTINUE THE PERFECTION OF BANK'S
INTEREST IN THE INTELLECTUAL PROPERTY COLLATERAL;
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THIS IP AGREEMENT CREATES, AND IN THE CASE OF AFTER ACQUIRED
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GRANTOR FIRST HAS RIGHTS IN SUCH AFTER ACQUIRED INTELLECTUAL PROPERTY
COLLATERAL, IN FAVOR OF BANK A VALID AND PERFECTED FIRST PRIORITY SECURITY
INTEREST AND COLLATERAL ASSIGNMENT IN THE INTELLECTUAL PROPERTY COLLATERAL IN
THE UNITED STATES SECURING THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS
EVIDENCED BY THE LOAN AGREEMENT;
(I)
TO ITS KNOWLEDGE, EXCEPT FOR, AND UPON, THE FILING OF UCC
FINANCING STATEMENTS, OR OTHER NOTICE FILINGS OR NOTATIONS IN APPROPRIATE FILING
OFFICES, IF NECESSARY TO PERFECT THE SECURITY INTERESTS CREATED HEREUNDER, 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 (A) 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 (B) FOR THE PERFECTION IN THE UNITED STATES OR THE EXERCISE BY BANK OF ITS
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ALL INFORMATION HERETOFORE, HEREIN OR HEREAFTER SUPPLIED TO BANK
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IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
(K)
GRANTOR SHALL NOT ENTER INTO ANY AGREEMENT THAT WOULD MATERIALLY
IMPAIR OR CONFLICT WITH GRANTOR'S OBLIGATIONS HEREUNDER WITHOUT BANK'S PRIOR
WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
GRANTOR
SHALL NOT PERMIT THE INCLUSION IN ANY MATERIAL CONTRACT TO WHICH IT BECOMES A
PARTY OF ANY PROVISIONS THAT COULD OR MIGHT IN ANY WAY PREVENT THE CREATION OF A
SECURITY INTEREST IN GRANTOR'S RIGHTS AND INTEREST IN ANY PROPERTY INCLUDED
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SUCH CONTRACTS.
(L)
UPON ANY EXECUTIVE OFFICER OF GRANTOR OBTAINING ACTUAL KNOWLEDGE
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COLLATERAL, THE ABILITY OF GRANTOR TO DISPOSE OF ANY MATERIAL INTELLECTUAL
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