AFTER-ACQUIRED PROPERTY.
IF ANY PLEDGOR SHALL AT ANY
TIME AFTER THE DATE HEREOF (I) OBTAIN ANY RIGHTS TO ANY ADDITIONAL INTELLECTUAL
PROPERTY COLLATERAL OR (II) BECOME ENTITLED TO THE BENEFIT OF ANY ADDITIONAL
INTELLECTUAL PROPERTY COLLATERAL OR ANY RENEWAL OR EXTENSION THEREOF, INCLUDING
ANY REISSUE, DIVISION, CONTINUATION, OR CONTINUATION-IN-PART OF ANY INTELLECTUAL
PROPERTY COLLATERAL, OR ANY IMPROVEMENT ON ANY INTELLECTUAL PROPERTY COLLATERAL,
THE PROVISIONS HEREOF SHALL AUTOMATICALLY APPLY THERETO AND ANY SUCH ITEM
ENUMERATED IN THE PRECEDING CLAUSE (I) OR (II) SHALL AUTOMATICALLY CONSTITUTE
INTELLECTUAL PROPERTY COLLATERAL AS IF SUCH WOULD HAVE CONSTITUTED INTELLECTUAL
PROPERTY COLLATERAL (AND WOULD NOT HAVE CONSTITUTED EXCLUDED PROPERTY) AT THE
TIME OF EXECUTION HEREOF AND BE SUBJECT TO THE LIEN AND SECURITY INTEREST
CREATED BY THIS AGREEMENT WITHOUT FURTHER ACTION BY ANY PARTY.
EACH PLEDGOR
SHALL PROMPTLY PROVIDE TO THE COLLATERAL AGENT WRITTEN NOTICE OF ANY OF THE
FOREGOING AND CONFIRM THE ATTACHMENT OF THE LIEN AND SECURITY INTEREST CREATED
BY THIS AGREEMENT TO ANY RIGHTS DESCRIBED IN CLAUSES (I) AND (II) ABOVE BY
EXECUTION OF AN INSTRUMENT IN FORM REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT
AND THE FILING OF ANY INSTRUMENTS OR STATEMENTS AS SHALL BE REASONABLY NECESSARY
TO CREATE, PRESERVE, PROTECT OR PERFECT THE COLLATERAL AGENT'S SECURITY INTEREST
IN SUCH INTELLECTUAL PROPERTY COLLATERAL.
FURTHER, EACH PLEDGOR AUTHORIZES THE
COLLATERAL AGENT TO MODIFY THIS AGREEMENT BY AMENDING SCHEDULES 12(A) AND 12(B)
TO THE PERFECTION CERTIFICATE TO INCLUDE ANY INTELLECTUAL PROPERTY COLLATERAL OF
SUCH PLEDGOR ACQUIRED OR ARISING AFTER THE DATE HEREOF.
SECTION 6.4.
LITIGATION.
UNLESS THERE SHALL OCCUR AND BE
CONTINUING ANY EVENT OF DEFAULT, EACH PLEDGOR SHALL HAVE THE RIGHT TO COMMENCE
AND PROSECUTE IN ITS OWN NAME, AS THE PARTY IN INTEREST, FOR ITS OWN BENEFIT AND
AT THE SOLE COST AND EXPENSE OF THE PLEDGORS, SUCH APPLICATIONS FOR PROTECTION
OF THE INTELLECTUAL PROPERTY COLLATERAL AND SUITS, PROCEEDINGS OR OTHER ACTIONS
TO PREVENT THE INFRINGEMENT, COUNTERFEITING, UNFAIR COMPETITION, DILUTION,
DIMINUTION IN VALUE OR OTHER DAMAGE AS ARE NECESSARY TO PROTECT THE INTELLECTUAL
PROPERTY COLLATERAL.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY
EVENT OF DEFAULT, THE COLLATERAL AGENT SHALL HAVE THE RIGHT BUT SHALL IN NO WAY
BE OBLIGATED TO FILE APPLICATIONS FOR PROTECTION OF THE INTELLECTUAL PROPERTY
COLLATERAL AND/OR BRING SUIT IN THE NAME OF ANY PLEDGOR, THE COLLATERAL AGENT OR
THE SECURED PARTIES TO ENFORCE THE INTELLECTUAL PROPERTY COLLATERAL AND ANY
LICENSE THEREUNDER.
IN THE EVENT OF SUCH SUIT, EACH PLEDGOR SHALL, AT THE
REASONABLE REQUEST OF THE COLLATERAL AGENT, DO ANY AND ALL LAWFUL ACTS AND
EXECUTE ANY AND ALL DOCUMENTS REQUESTED BY THE COLLATERAL AGENT IN AID OF SUCH
ENFORCEMENT AND THE PLEDGORS SHALL PROMPTLY REIMBURSE AND INDEMNIFY THE
COLLATERAL AGENT FOR ALL COSTS AND EXPENSES INCURRED BY THE COLLATERAL AGENT IN
THE EXERCISE OF ITS RIGHTS UNDER THIS SECTION 6.4 IN ACCORDANCE WITH
SECTION 10.03 OF THE CREDIT AGREEMENT.
IN THE EVENT THAT THE COLLATERAL AGENT
SHALL ELECT NOT TO BRING SUIT TO ENFORCE THE INTELLECTUAL PROPERTY COLLATERAL,
EACH PLEDGOR AGREES, AT THE REASONABLE REQUEST OF