ALL MATERIAL INTELLECTUAL PROPERTY COLLATERAL AS
PRESENTLY USED AND OPERATED, (III) NOT PERMIT TO LAPSE OR BECOME ABANDONED ANY
MATERIAL INTELLECTUAL PROPERTY COLLATERAL, AND NOT SETTLE OR COMPROMISE ANY
PENDING OR FUTURE LITIGATION OR ADMINISTRATIVE PROCEEDING WITH RESPECT TO ANY
SUCH MATERIAL INTELLECTUAL PROPERTY COLLATERAL, IN EITHER CASE EXCEPT AS SHALL
BE CONSISTENT WITH COMMERCIALLY REASONABLE BUSINESS JUDGMENT, (IV) UPON SUCH
PLEDGOR OBTAINING KNOWLEDGE THEREOF, PROMPTLY NOTIFY THE COLLATERAL AGENT IN
WRITING OF ANY EVENT WHICH MAY BE REASONABLY EXPECTED TO MATERIALLY AND
ADVERSELY AFFECT THE VALUE OR UTILITY OF ANY MATERIAL INTELLECTUAL PROPERTY
COLLATERAL OR THE RIGHTS AND REMEDIES OF THE COLLATERAL AGENT IN RELATION
THERETO INCLUDING A LEVY OR THREAT OF LEVY OR ANY LEGAL PROCESS AGAINST ANY
MATERIAL INTELLECTUAL PROPERTY COLLATERAL, (V) NOT LICENSE ANY INTELLECTUAL
PROPERTY COLLATERAL OTHER THAN LICENSES ENTERED INTO BY SUCH PLEDGOR IN, OR
INCIDENTAL TO, THE ORDINARY COURSE OF BUSINESS, OR AMEND OR PERMIT THE AMENDMENT
OF ANY OF THE LICENSES IN A MANNER THAT MATERIALLY AND ADVERSELY AFFECTS THE
RIGHT TO RECEIVE PAYMENTS THEREUNDER, OR IN ANY MANNER THAT WOULD MATERIALLY
IMPAIR THE VALUE OF ANY INTELLECTUAL PROPERTY COLLATERAL OR THE LIEN ON AND
SECURITY INTEREST IN THE INTELLECTUAL PROPERTY COLLATERAL CREATED THEREIN
HEREBY, WITHOUT THE CONSENT OF THE COLLATERAL AGENT, (VI) DILIGENTLY KEEP
ADEQUATE RECORDS RESPECTING ALL INTELLECTUAL PROPERTY COLLATERAL AND
(VII) FURNISH TO THE COLLATERAL AGENT FROM TIME TO TIME UPON THE COLLATERAL
AGENT'S REQUEST THEREFOR REASONABLY DETAILED STATEMENTS AND AMENDED SCHEDULES
FURTHER IDENTIFYING AND DESCRIBING THE INTELLECTUAL PROPERTY COLLATERAL AND SUCH
OTHER MATERIALS EVIDENCING OR REPORTS PERTAINING TO ANY INTELLECTUAL PROPERTY
COLLATERAL AS THE COLLATERAL AGENT MAY FROM TIME TO TIME REQUEST.
SECTION 6.3.
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 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.
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,