ABANDONED, LOST OR DEDICATED TO THE PUBLIC, OR OF ANY MATERIALLY
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, UNITED STATES COPYRIGHT OFFICE OR ANY COURT OR SIMILAR OFFICE
OF ANY COUNTRY) REGARDING SUCH GRANTOR'S OWNERSHIP OF ANY PATENT, TRADEMARK OR
COPYRIGHT MATERIAL TO THE CONDUCT OF THE BUSINESS OF THE BORROWER AND ITS
SUBSIDIARIES, TAKEN AS A WHOLE, ITS RIGHT TO REGISTER THE SAME, OR ITS RIGHT TO
KEEP AND MAINTAIN THE SAME.
(E)
EACH GRANTOR AGREES TO PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT IF SUCH
GRANTOR, EITHER ITSELF OR THROUGH ANY AGENT, EMPLOYEE, LICENSEE OR DESIGNEE,
FILE AN APPLICATION FOR ANY PATENT, TRADEMARK OR COPYRIGHT (OR FOR THE
REGISTRATION OF ANY TRADEMARK OR COPYRIGHT) WHICH IS MATERIAL TO THE GRANTOR'S
BUSINESS TAKEN AS A WHOLE WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE OR
THE UNITED STATES COPYRIGHT OFFICE, AND, UPON REQUEST OF THE ADMINISTRATIVE
AGENT, SUCH GRANTOR AGREES TO EXECUTE AND DELIVER IP SECURITY AGREEMENTS (IN A
FORM SIMILAR TO THE IP SECURITY AGREEMENTS EXECUTED AND DELIVERED ON THE DATE
HEREOF) AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST TO EVIDENCE THE
ADMINISTRATIVE AGENT'S SECURITY INTEREST IN SUCH PATENT, TRADEMARK OR COPYRIGHT,
AND EACH GRANTOR HEREBY APPOINTS THE ADMINISTRATIVE AGENT AS ITS
ATTORNEY-IN-FACT TO EXECUTE AND FILE SUCH AGREEMENTS FOR THE FOREGOING PURPOSES,
ALL ACTS OF SUCH ATTORNEY BEING HEREBY RATIFIED AND CONFIRMED; SUCH POWER, BEING
COUPLED WITH AN INTEREST, IS IRREVOCABLE.]
(F)
EACH GRANTOR WILL TAKE ALL REASONABLY NECESSARY STEPS THAT ARE CONSISTENT
WITH THE PRACTICE IN ANY PROCEEDING BEFORE THE UNITED STATES PATENT AND
TRADEMARK OFFICE, UNITED STATES COPYRIGHT OFFICE OR ANY OFFICE OR AGENCY IN ANY
POLITICAL SUBDIVISION OF THE UNITED STATES, 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 AND COPYRIGHTS THAT IS MATERIAL TO THE CONDUCT OF
THE BUSINESS OF THE BORROWER AND THE SUBSIDIARIES, TAKEN AS A WHOLE, INCLUDING
TIMELY FILINGS OF APPLICATIONS FOR RENEWAL, AFFIDAVITS OF USE, AFFIDAVITS OF
INCONTESTABILITY AND PAYMENT OF MAINTENANCE FEES, AND, IF CONSISTENT WITH GOOD
BUSINESS JUDGMENT, TO INITIATE OPPOSITION, INTERFERENCE AND CANCELATION
PROCEEDINGS AGAINST THIRD PARTIES; PROVIDED THAT, TO THE EXTENT CONSISTENT WITH
THE CREDIT AGREEMENT, NO GRANTOR SHALL BE OBLIGATED TO PURSUE, PRESERVE OR
MAINTAIN ANY PATENT, TRADEMARK OR COPYRIGHT IN THE EVENT SUCH GRANTOR
DETERMINES, IN ITS REASONABLE BUSINESS JUDGMENT, THAT THE PRESERVATION OF SUCH
PATENT, TRADEMARK OR COPYRIGHT IS NO LONGER DESIRABLE IN THE CONDUCT OF ITS
BUSINESS.
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(G)
UPON AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR SHALL,
IF REQUESTED BY THE ADMINISTRATIVE 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 SUCH GRANTOR'S RIGHT, TITLE AND INTEREST THEREUNDER TO THE ADMINISTRATIVE