GOVERNMENTAL AUTHORITIES
NECESSARY TO PERFECT THE SECURITY INTEREST HEREUNDER IN SUCH INTELLECTUAL
PROPERTY COLLATERAL OTHER THAN WITH RESPECT TO EXCLUDED PATENTS.
(G)
EACH GRANTOR AGREES THAT SHOULD IT OBTAIN AN OWNERSHIP INTEREST IN ANY
ITEM OF THE TYPE SET FORTH IN SECTION 1(G) THAT IS NOT ON THE DATE HEREOF A PART
OF THE INTELLECTUAL PROPERTY COLLATERAL ("AFTER-ACQUIRED INTELLECTUAL PROPERTY")
(I) THE PROVISIONS OF THIS AGREEMENT SHALL AUTOMATICALLY APPLY THERETO, AND (II)
ANY SUCH AFTER-ACQUIRED INTELLECTUAL PROPERTY AND, IN THE CASE OF TRADEMARKS,
THE GOODWILL SYMBOLIZED THEREBY, SHALL AUTOMATICALLY BECOME PART OF THE
INTELLECTUAL PROPERTY COLLATERAL SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT WITH RESPECT THERETO.
EACH GRANTOR SHALL GIVE, WITHIN THIRTY (30)
DAYS AFTER THE END OF EACH CALENDAR QUARTER, WRITTEN NOTICE TO THE
ADMINISTRATIVE AGENT IDENTIFYING ANY UNITED STATES REGISTERED OR APPLIED FOR
AFTER-ACQUIRED INTELLECTUAL PROPERTY, AND SUCH GRANTOR SHALL EXECUTE AND DELIVER
TO THE ADMINISTRATIVE AGENT WITH SUCH WRITTEN NOTICE, OR OTHERWISE AUTHENTICATE,
AN AGREEMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT F HERETO OR OTHERWISE IN FORM
AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (AN "IP SECURITY
AGREEMENT SUPPLEMENT") COVERING SUCH AFTER-ACQUIRED INTELLECTUAL PROPERTY WHICH
IP SECURITY AGREEMENT SUPPLEMENT SHALL BE RECORDED WITH THE U.S. PATENT AND
TRADEMARK OFFICE, THE U.S. COPYRIGHT OFFICE AND ANY OTHER UNITED STATES
GOVERNMENTAL AUTHORITIES NECESSARY TO PERFECT THE SECURITY INTEREST HEREUNDER IN
SUCH AFTER-ACQUIRED INTELLECTUAL PROPERTY.
(H)
EACH GRANTOR SHALL TAKE, OR CAUSE TO BE TAKEN, ALL APPROPRIATE ACTION, DO
OR CAUSE TO BE DONE ALL THINGS NECESSARY, PROPER, OR ADVISABLE UNDER APPLICABLE
LAWS, AND EXECUTE AND DELIVER SUCH DOCUMENTS AND OTHER PAPERS, AS MAY BE
REQUIRED, AT ITS EXPENSE, TO TAKE EACH OF THE FOLLOWING ACTIONS AS SOON AS
REASONABLY PRACTICABLE: (I) RELEASE ALL EXISTING IP LIENS IN AND TO ANY ITEM OF
AFFECTED IP COLLATERAL AND RECORD AND/OR FILE SUCH RELEASES OR TAKE SUCH OTHER
ACTIONS AS MAY BE NECESSARY TO EFFECT SUCH RELEASE, (II) REMEDY ALL MATERIAL
GAPS AND FLAWS IN THE CHAIN OF TITLE OF ANY AFFECTED IP COLLATERAL, IN EACH
CASE, INCLUDING, WITHOUT LIMITATION, IN THE U.S. PATENT AND TRADEMARK OFFICE AND
ANY OTHER U.S. GOVERNMENTAL AUTHORITY, AND (III) DELIVER COPIES OF SUCH
DOCUMENTS EVIDENCING ALL SUCH ACTIONS TO THE ADMINISTRATIVE AGENT; PROVIDED,
THAT IF THE BORROWER OR THE APPLICABLE GRANTOR PROVIDES A CERTIFICATE OF A
RESPONSIBLE OFFICER, WITH RESPECT TO ONE OR MORE ITEMS OF AFFECTED IP
COLLATERAL, REPRESENTING AND WARRANTING THAT:
(A) the Borrower and such Grantor have used commercially reasonable efforts to
effect the foregoing and notwithstanding such efforts, have been unable to
obtain such release or remedy such gaps and flaws, as the case may be, and
(B) the failure to obtain such release or remedy such gap and flaw, as the case
may be, (1) does not relate to any Intellectual Property Collateral that is
material to the conduct of such Grantor's business, (2) would not adversely
affect the Secured Parties' rights and interests in the Intellectual Property
Collateral, taken as a whole, in any material respect, except to