REQUESTED BY THE COLLATERAL AGENT TO ACKNOWLEDGE, CONFIRM, REGISTER,
RECORD, OR PERFECT THE COLLATERAL AGENT'S INTEREST IN ANY PART OF THE
INTELLECTUAL PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED (INCLUDING, BUT
NOT LIMITED TO TRADEMARK SECURITY AGREEMENTS, COPYRIGHT SECURITY AGREEMENTS AND
PATENT SECURITY AGREEMENTS), IN THE FORM OF EXHIBITS B, C AND D, RESPECTIVELY);
(IX)
EXCEPT WITH THE PRIOR CONSENT OF THE COLLATERAL AGENT OR AS
PERMITTED UNDER THE CREDIT AGREEMENT, EACH GRANTOR SHALL NOT EXECUTE, AND THERE
WILL NOT BE ON FILE IN ANY PUBLIC OFFICE, ANY FINANCING STATEMENT OR OTHER
DOCUMENT OR INSTRUMENTS, EXCEPT FINANCING STATEMENTS OR OTHER DOCUMENTS OR
INSTRUMENTS FILED OR TO BE FILED IN FAVOR OF THE COLLATERAL AGENT (AS DEFINED IN
THE SECOND LIEN CREDIT AGREEMENT) AND EXCEPT AS PERMITTED IN THE CREDIT
AGREEMENT EACH GRANTOR SHALL NOT SELL, ASSIGN, TRANSFER, LICENSE, GRANT ANY
OPTION, OR CREATE OR SUFFER TO EXIST ANY LIEN UPON OR WITH RESPECT TO THE
INTELLECTUAL PROPERTY, EXCEPT FOR THE LIEN CREATED BY AND UNDER THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS, THE SECOND LIEN CREDIT AGREEMENT AND THE RELATED
DOCUMENTS;
(X)
IT SHALL HEREAFTER USE COMMERCIALLY REASONABLE EFFORTS SO AS NOT
TO PERMIT THE INCLUSION IN ANY CONTRACT TO WHICH IT HEREAFTER BECOMES A PARTY OF
ANY PROVISION THAT COULD OR MIGHT IN ANY WAY MATERIALLY IMPAIR OR PREVENT THE
CREATION OF A SECURITY INTEREST IN, OR THE ASSIGNMENT OF, SUCH GRANTOR'S RIGHTS
AND INTERESTS IN ANY PROPERTY INCLUDED WITHIN THE DEFINITIONS OF ANY
INTELLECTUAL PROPERTY ACQUIRED UNDER SUCH CONTRACTS; AND
(XI)
IT SHALL CONTINUE TO COLLECT, AT ITS OWN EXPENSE, ALL AMOUNTS DUE
OR TO BECOME DUE TO SUCH GRANTOR IN RESPECT OF THE INTELLECTUAL PROPERTY OR ANY
PORTION THEREOF. IN CONNECTION WITH SUCH COLLECTIONS, EACH GRANTOR MAY TAKE
(AND, AT THE COLLATERAL AGENT'S REASONABLE DIRECTION, AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT SHALL TAKE) SUCH ACTION AS SUCH
GRANTOR OR THE COLLATERAL AGENT MAY DEEM REASONABLY NECESSARY OR ADVISABLE TO
ENFORCE COLLECTION OF SUCH AMOUNTS. NOTWITHSTANDING THE FOREGOING, THE
COLLATERAL AGENT SHALL HAVE THE RIGHT AT ANY TIME, AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO NOTIFY, OR REQUIRE ANY GRANTOR
TO NOTIFY, ANY OBLIGORS WITH RESPECT TO ANY SUCH AMOUNTS OF THE EXISTENCE OF THE
SECURITY INTEREST CREATED HEREBY.
Section 4.11
Commercial Tort Claims.
(A)
REPRESENTATIONS AND WARRANTIES. EACH GRANTOR HEREBY REPRESENTS AND
WARRANTS, ON THE CLOSING DATE AND ON EACH CREDIT DATE, THAT SCHEDULE 4.11 (AS
SUCH SCHEDULE MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) SETS FORTH ALL
COMMERCIAL TORT CLAIMS WITH A VALUE THAT IS REASONABLY EXPECTED TO BE IN EXCESS
OF $250,000 OF EACH GRANTOR; AND
(B)
COVENANTS AND AGREEMENTS. EACH GRANTOR HEREBY COVENANTS AND AGREES
THAT WITH RESPECT TO ANY COMMERCIAL TORT CLAIM WITH A VALUE THAT IS REASONABLY
EXPECTED TO BE IN EXCESS OF $250,000 HEREAFTER ARISING IT SHALL DELIVER TO THE
COLLATERAL AGENT A COMPLETED PLEDGE SUPPLEMENT,
20
SUBSTANTIALLY IN THE FORM OF EXHIBIT A ATTACHED HERETO, TOGETHER