MAINTAIN THE VALIDITY,
PERFECTION OR PRIORITY OF AND PROTECT ANY SECURITY INTEREST GRANTED HEREBY OR TO
ENABLE THE COLLATERAL AGENT TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES
HEREUNDER WITH RESPECT TO ANY COLLATERAL; PROVIDED, HOWEVER, THAT UNTIL THE
DISCHARGE OF FIRST LIEN OBLIGATIONS HAS OCCURRED, ANY REQUIREMENTS FOR DELIVERY
UNDER THIS PARAGRAPH SHALL BE DEEMED TO HAVE BEEN SATISFIED BY DELIVERY OF SUCH
COLLATERAL TO THE FIRST LIEN COLLATERAL AGENT. WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, EACH GRANTOR SHALL:
(I)
FILE SUCH FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS
THERETO, RECORD SECURITY INTERESTS IN INTELLECTUAL PROPERTY AND EXECUTE AND
DELIVER SUCH OTHER AGREEMENTS, INSTRUMENTS, ENDORSEMENTS, POWERS OF ATTORNEY OR
NOTICES, AS THE COLLATERAL AGENT MAY REASONABLY REQUEST, IN ORDER TO EFFECT,
REFLECT, PERFECT AND PRESERVE THE SECURITY INTERESTS GRANTED OR PURPORTED TO BE
GRANTED HEREBY;
(II)
ENSURE THE RECORDATION OF APPROPRIATE EVIDENCE, AS THE COLLATERAL
AGENT MAY REASONABLY REQUEST, OF THE LIENS AND SECURITY INTEREST GRANTED
HEREUNDER IN THE U.S. PATENTS, U.S. COPYRIGHTS, AND U.S. TRADEMARKS THAT ARE, IN
EACH CASE, OWNED BY A GRANTOR, WITH ANY INTELLECTUAL PROPERTY REGISTRY IN WHICH
SAID U.S. PATENTS, U.S. COPYRIGHTS, AND U.S. TRADEMARKS ARE REGISTERED OR IN
WHICH AN APPLICATION FOR REGISTRATION IS PENDING INCLUDING, WITHOUT LIMITATION,
THE UNITED STATES PATENT AND TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT
OFFICE AND THE VARIOUS SECRETARIES OF STATE OF THE SEVERAL STATES OF THE UNITED
STATES;
(III)
AT ANY REASONABLE TIME, UPON REQUEST BY THE COLLATERAL AGENT AND
SUBJECT TO SECTION 5.6 OF THE CREDIT AGREEMENT, ALLOW INSPECTION OF THE
COLLATERAL BY THE COLLATERAL AGENT, OR PERSONS DESIGNATED BY THE COLLATERAL
AGENT AND, IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, ASSEMBLE THE
COLLATERAL; AND
24
(IV)
AT THE COLLATERAL AGENT'S REQUEST, APPEAR IN AND DEFEND ANY ACTION
OR PROCEEDING THAT MAY AFFECT SUCH GRANTOR'S TITLE TO OR THE COLLATERAL AGENT'S
SECURITY INTEREST IN ALL OR ANY PART OF THE COLLATERAL.
(B)
EACH GRANTOR HEREBY AUTHORIZES THE COLLATERAL AGENT TO FILE A
RECORD OR RECORDS, INCLUDING, WITHOUT LIMITATION, FINANCING OR CONTINUATION
STATEMENTS, INTELLECTUAL PROPERTY SECURITY AGREEMENTS AND AMENDMENTS TO ANY OF
THE FOREGOING, IN ANY JURISDICTIONS AND WITH ANY FILING OFFICES AS THE
COLLATERAL AGENT MAY REASONABLY DETERMINE ARE NECESSARY TO PERFECT THE SECURITY
INTEREST GRANTED TO THE COLLATERAL AGENT HEREIN.
SUCH FINANCING STATEMENTS MAY
DESCRIBE THE COLLATERAL IN THE SAME MANNER AS DESCRIBED HEREIN OR MAY CONTAIN AN
INDICATION OR DESCRIPTION OF COLLATERAL THAT DESCRIBES SUCH PROPERTY IN ANY
OTHER MANNER AS THE COLLATERAL AGENT MAY REASONABLY DETERMINE IS NECESSARY TO
ENSURE THE PERFECTION OF THE SECURITY INTEREST IN THE COLLATERAL GRANTED TO THE
COLLATERAL AGENT HEREIN, INCLUDING, WITHOUT LIMITATION, DESCRIBING SUCH PROPERTY
AS "ALL ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED" OR WORDS OF SIMILAR
EFFECT.
EACH GRANTOR SHALL FURNISH TO THE COLLATERAL AGENT FROM TIME TO TIME
STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL AND
SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS THE COLLATERAL AGENT MAY
REASONABLY REQUEST, ALL IN REASONABLE DETAIL.
(C)
EACH GRANTOR