HEREOF, A FULLY COMPLETED SECURITY AGREEMENT (COPYRIGHTS) AND SECURITY
AGREEMENT (TRADEMARKS), AS APPLICABLE, WITH REGARD TO ANY COPYRIGHTS OR
TRADEMARKS, AS THE CASE MAY BE, OF BORROWER, DESCRIBED IN SCHEDULE IV.
IN THE
EVENT THAT, AFTER THE DATE HEREOF BORROWER SHALL ACQUIRE ANY REGISTERED
COPYRIGHT, DOMAIN NAME OR TRADEMARK OR FILE ANY APPLICATION FOR REGISTRATION
THEREOF, WHETHER WITHIN THE UNITED STATES OR ANY OTHER COUNTRY OR JURISDICTION,
BORROWER SHALL PROMPTLY FURNISH WRITTEN NOTICE THEREOF TO LENDER TOGETHER WITH
INFORMATION SUFFICIENT TO PERMIT LENDER, UPON ITS RECEIPT OF SUCH NOTICE, TO
(AND BORROWER HEREBY AUTHORIZES LENDER TO) MODIFY IN ACCORDANCE WITH THIS
AGREEMENT, AS APPROPRIATE, BY AMENDING SCHEDULE IV HERETO OR TO ADD ADDITIONAL
EXHIBITS HERETO TO INCLUDE ANY COPYRIGHT, DOMAIN NAME OR TRADEMARK THAT BECOMES
PART OF THE COLLATERAL UNDER THE SECURITY INSTRUMENT, AND BORROWER SHALL
ADDITIONALLY, AT ITS OWN EXPENSE, EXECUTE AND DELIVER,
126
AS PROMPTLY AS POSSIBLE (BUT IN ANY EVENT WITHIN TWENTY (20) DAYS) AFTER THE
DATE OF SUCH NOTICE, WITH REGARD TO UNITED STATES COPYRIGHTS AND TRADEMARKS, A
FULLY COMPLETED SECURITY AGREEMENT (COPYRIGHTS) AND SECURITY AGREEMENT
(TRADEMARKS) IN SUBSTANTIALLY THE SAME FORM AS DELIVERED ON THE DATE HEREOF, AS
APPLICABLE, TOGETHER IN ALL INSTANCES WITH ANY OTHER AGREEMENTS, INSTRUMENTS AND
DOCUMENTS THAT LENDER MAY REASONABLY REQUEST FROM TIME TO TIME TO FURTHER EFFECT
AND CONFIRM THE SECURITY INTEREST CREATED BY THIS AGREEMENT IN SUCH COPYRIGHTS
AND TRADEMARKS, AND BORROWER HEREBY APPOINTS LENDER ITS ATTORNEY-IN-FACT, UPON
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO EXECUTE,
DELIVER AND RECORD ANY AND ALL SUCH AGREEMENTS, INSTRUMENTS AND DOCUMENTS FOR
THE FOREGOING PURPOSES, ALL ACTS OF SUCH ATTORNEY BEING HEREBY RATIFIED AND
CONFIRMED AND SUCH POWER, BEING COUPLED WITH AN INTEREST, BEING IRREVOCABLE FOR
SO LONG AS THIS AGREEMENT SHALL BE IN EFFECT WITH RESPECT TO BORROWER.
(B)
BORROWER (EITHER ITSELF OR THROUGH ITS
LICENSEES OR SUBLICENSEES) WILL, FOR EACH MATERIAL TRADEMARK USED IN THE CONDUCT
OF ITS BUSINESS, USE ITS COMMERCIALLY REASONABLE EFFORTS TO (I) MAINTAIN SUCH
TRADEMARK IN FULL FORCE AND EFFECT, FREE FROM ANY CLAIM OF ABANDONMENT OR
INVALIDITY FOR NON-USE, (II) MAINTAIN THE QUALITY OF PRODUCTS AND SERVICES
OFFERED UNDER SUCH TRADEMARK, (III) DISPLAY SUCH TRADEMARK WITH NOTICE OF
FEDERAL REGISTRATION TO THE EXTENT REQUIRED BY APPLICABLE LAW, (IV) TAKE
APPROPRIATE AND COMMERCIALLY REASONABLE STEPS TO POLICE AND DEFEND SUCH
TRADEMARK AND PREVENT OR ARREST INFRINGEMENT, DILUTION OR OTHER HARM TO SUCH
TRADEMARK AND (V) NOT KNOWINGLY USE OR KNOWINGLY PERMIT THE USE OF SUCH
TRADEMARK IN VIOLATION OF ANY THIRD-PARTY RIGHTS, UNLESS BORROWER DETERMINES IN
ITS REASONABLE GOOD-FAITH DISCRETION THAT SUCH TRADEMARK IS NO LONGER USEFUL IN
ITS BUSINESS.
(C)
BORROWER (EITHER ITSELF OR THROUGH ITS
LICENSEES OR SUBLICENSEES) WILL REFRAIN FROM COMMITTING ANY ACT, OR OMITTING ANY
ACT, WHEREBY ANY PATENT USED IN THE CONDUCT OF SUCH BORROWER'S BUSINESS MAY
BECOME INVALIDATED OR DEDICATED TO THE PUBLIC, AND SHALL CONTINUE TO MARK ANY
PRODUCTS COVERED BY PATENT WITH THE RELEVANT PATENT NUMBER AS REQUIRED BY
APPLICABLE PATENT LAWS, UNLESS