EACH CASE, DURING SUCH FISCAL QUARTER, AND, UPON REQUEST OF THE
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ADMINISTRATIVE AGENT, EXECUTE AND DELIVER ANY AND ALL AGREEMENTS, INSTRUMENTS,
DOCUMENTS AND PAPERS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST TO
EVIDENCE THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IN ANY OF THE FOREGOING,
AND EACH GRANTOR HEREBY APPOINTS THE ADMINISTRATIVE 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.
(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, UNITED STATES COPYRIGHT OFFICE, CANADIAN INTELLECTUAL PROPERTY
OFFICE, CANADIAN INDUSTRIAL DESIGN OFFICE OR ANY OFFICE OR AGENCY IN ANY
POLITICAL SUBDIVISION OF THE UNITED STATES, CANADA OR IN ANY OTHER COUNTRY OR
ANY POLITICAL SUBDIVISION, PROVINCE OR TERRITORY THEREOF, TO MAINTAIN AND PURSUE
EACH APPLICATION RELATING TO MATERIAL TRADEMARKS AND EACH MATERIAL APPLICATION
RELATING TO THE PATENTS AND/OR COPYRIGHTS AND/OR INDUSTRIAL DESIGNS (AND TO
OBTAIN THE RELEVANT GRANT OR REGISTRATION) AND TO MAINTAIN EACH ISSUED PATENT
AND EACH REGISTRATION OF COPYRIGHTS AND/OR INDUSTRIAL DESIGNS THAT IS MATERIAL
TO THE CONDUCT OF ANY GRANTOR'S BUSINESS AND EACH REGISTRATION OF MATERIAL
TRADEMARKS, 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.
(G)
IN THE EVENT THAT ANY GRANTOR HAS REASON TO BELIEVE THAT ANY
COLLATERAL CONSISTING OF A PATENT, INDUSTRIAL DESIGN OR COPYRIGHT MATERIAL TO
THE CONDUCT OF ANY GRANTOR'S BUSINESS OR A MATERIAL TRADEMARK HAS BEEN OR IS
LIKELY TO BE INFRINGED, MISAPPROPRIATED OR DILUTED BY A THIRD PARTY, SUCH
GRANTOR PROMPTLY SHALL NOTIFY THE ADMINISTRATIVE AGENT AND SHALL, IF CONSISTENT
WITH REASONABLE BUSINESS JUDGMENT, 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 COLLATERAL.
EACH GRANTOR
FURTHER AGREES NOT TO ABANDON ANY MATERIAL TRADEMARK OR ANY PATENT, INDUSTRIAL
DESIGN, COPYRIGHT OR COPYRIGHT LICENSE THAT IN SUCH GRANTOR'S REASONABLE
BUSINESS JUDGMENT IS MATERIAL TO THE OPERATION OF SUCH GRANTOR'S BUSINESS
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.
(H)
UPON AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH
GRANTOR SHALL USE ITS BEST EFFORTS TO OBTAIN ALL REQUISITE CONSENTS OR APPROVALS
BY THE LICENSOR OF EACH COPYRIGHT LICENSE, PATENT LICENSE, INDUSTRIAL DESIGN
LICENSE OR MATERIAL TRADEMARK LICENSE UNDER WHICH SUCH GRANTOR IS A LICENSEE TO
EFFECT THE ASSIGNMENT OF ALL SUCH GRANTOR'S RIGHT, TITLE AND INTEREST THEREUNDER
TO THE ADMINISTRATIVE AGENT OR ITS DESIGNEE.
(I)
WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, EACH
GRANTOR HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT, WITH PROMPT NOTICE THEREOF
TO THE GRANTORS, TO SUPPLEMENT THIS AGREEMENT BY SUPPLEMENTING SCHEDULE 1 OR
ADDING ADDITIONAL SCHEDULES HERETO TO IDENTIFY SPECIFICALLY ANY ASSET OR