OR A STATEMENT OF USE
UNDER SECTION 1(C) OR (D), AS THE CASE MAY BE, OF THE LANHAM ACT, 15 U.S.C.
§ 1051, WITH RESPECT TO AN INTENT-TO-USE APPLICATION FOR TRADEMARK OR SERVICE
MARK REGISTRATION.
UPON THE REQUEST OF THE COLLATERAL AGENT, SUCH GRANTOR SHALL
EXECUTE AND DELIVER ANY AND ALL AGREEMENTS, INSTRUMENTS, DOCUMENTS AND PAPERS AS
THE COLLATERAL AGENT MAY REASONABLY REQUEST (INCLUDING, FOR THE AVOIDANCE OF
DOUBT, MODIFICATIONS OF SCHEDULE III HERETO TO INCLUDE ANY SUCH INTELLECTUAL
PROPERTY) TO EVIDENCE THE COLLATERAL AGENT'S SECURITY INTEREST IN ANY SUCH
PATENT, TRADEMARK, COPYRIGHT OR MATERIAL LICENSE, AND EACH GRANTOR HEREBY
APPOINTS THE COLLATERAL AGENT AS ITS ATTORNEY-IN-FACT TO EXECUTE AND FILE 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; PROVIDED THAT NO GRANTOR IS REQUIRED TO NOTIFY THE COLLATERAL AGENT
OR PERFORM ANY SUCH ACTS WITH RESPECT TO ANY PATENT, TRADEMARK OR COPYRIGHT
DEEMED BY SUCH GRANTOR IN THE EXERCISE OF ITS REASONABLE JUDGMENT TO BE NO
LONGER USEFUL OR OF ANY MATERIAL ECONOMIC VALUE.
(F)
EACH GRANTOR WILL TAKE ALL NECESSARY STEPS THAT ARE CONSISTENT WITH THE
PRACTICE IN ANY PROCEEDING BEFORE THE UNITED STATES PATENT AND TRADEMARK OFFICE,
THE UNITED STATES COPYRIGHT OFFICE OR ANY OFFICE OR AGENCY IN ANY POLITICAL
SUBDIVISION OF THE UNITED STATES OR IN ANY OTHER COUNTRY OR ANY POLITICAL
SUBDIVISION THEREOF, TO MAINTAIN AND PURSUE EACH MATERIAL APPLICATION RELATING
TO THE PATENTS, TRADEMARKS AND/OR COPYRIGHTS OWNED BY SUCH GRANTOR (AND TO
OBTAIN THE RELEVANT GRANT OR REGISTRATION) AND TO MAINTAIN EACH ISSUED PATENT
OWNED BY SUCH GRANTOR AND EACH REGISTRATION OF THE TRADEMARKS AND COPYRIGHTS
OWNED BY SUCH GRANTOR THAT IS MATERIAL TO THE CONDUCT OF SUCH GRANTOR'S
BUSINESS, 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 OR DEFEND OPPOSITION,
INTERFERENCE AND CANCELLATION PROCEEDINGS AGAINST THIRD PARTIES.
(G)
IN THE EVENT THAT ANY GRANTOR KNOWS OR HAS REASON TO BELIEVE THAT ANY
ARTICLE 9 COLLATERAL CONSISTING OF A PATENT, TRADEMARK OR COPYRIGHT OWNED BY
SUCH GRANTOR MATERIAL TO THE CONDUCT OF ANY GRANTOR'S BUSINESS HAS BEEN OR IS
ABOUT TO BE INFRINGED, MISAPPROPRIATED OR DILUTED BY A THIRD PARTY, SUCH GRANTOR
PROMPTLY SHALL NOTIFY THE COLLATERAL AGENT AND SHALL, UNLESS THE BOARD OF
DIRECTORS OF SUCH GRANTOR DEEMS SUCH ACTION NOT TO BE DESIRABLE AND FURTHER
DEEMS THAT THE FAILURE TO TAKE SUCH ACTION WOULD NOT MATERIALLY AND ADVERSELY
AFFECT THE RIGHTS OF THE LENDERS, PROMPTLY SUE FOR INFRINGEMENT,
MISAPPROPRIATION OR DILUTION AND TO RECOVER ANY AND ALL DAMAGES FOR SUCH
INFRINGEMENT, MISAPPROPRIATION OR DILUTION, AND TAKE SUCH OTHER ACTIONS AS ARE
APPROPRIATE UNDER THE CIRCUMSTANCES TO PROTECT SUCH ARTICLE 9 COLLATERAL.
(H)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH
GRANTOR SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL REQUISITE
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CONSENTS OR APPROVALS FROM THE LICENSOR UNDER EACH