OF
ANY TRADEMARK OR COPYRIGHT) WHICH IS MATERIAL TO THE GRANTOR'S BUSINESS TAKEN AS
A WHOLE WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE OR THE UNITED STATES
COPYRIGHT OFFICE, AND, UPON REQUEST OF THE SECURITY AGENT, SUCH GRANTOR AGREES
TO EXECUTE AND DELIVER IP SECURITY AGREEMENTS (IN A FORM SIMILAR TO THE IP
SECURITY AGREEMENTS EXECUTED AND DELIVERED ON THE DATE HEREOF) AS THE SECURITY
AGENT MAY REASONABLY REQUEST TO EVIDENCE THE SECURITY AGENT'S SECURITY INTEREST
IN SUCH PATENT, TRADEMARK OR COPYRIGHT, AND EACH GRANTOR HEREBY APPOINTS THE
SECURITY AGENT AS ITS ATTORNEY-IN-FACT TO EXECUTE
29
AND FILE SUCH AGREEMENTS 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 REASONABLY NECESSARY STEPS THAT ARE CONSISTENT
WITH THE PRACTICE IN ANY PROCEEDING BEFORE THE UNITED STATES PATENT AND
TRADEMARK OFFICE, UNITED STATES COPYRIGHT OFFICE OR ANY OFFICE OR AGENCY IN ANY
POLITICAL SUBDIVISION OF THE UNITED STATES, TO MAINTAIN AND PURSUE EACH MATERIAL
APPLICATION RELATING TO THE PATENTS, TRADEMARKS AND/OR COPYRIGHTS (AND TO OBTAIN
THE RELEVANT GRANT OR REGISTRATION) AND TO MAINTAIN EACH ISSUED PATENT AND EACH
REGISTRATION OF THE TRADEMARKS AND COPYRIGHTS THAT IS MATERIAL TO THE CONDUCT OF
THE BUSINESS OF HOLDINGS AND THE SUBSIDIARIES, TAKEN AS A WHOLE, 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; PROVIDED THAT, TO THE EXTENT CONSISTENT WITH
THE CREDIT AGREEMENT, NO GRANTOR SHALL BE OBLIGATED TO PURSUE, PRESERVE OR
MAINTAIN ANY PATENT, TRADEMARK OR COPYRIGHT IN THE EVENT SUCH GRANTOR
DETERMINES, IN ITS REASONABLE BUSINESS JUDGMENT, THAT THE PRESERVATION OF SUCH
PATENT, TRADEMARK OR COPYRIGHT IS NO LONGER DESIRABLE IN THE CONDUCT OF ITS
BUSINESS.
(G)
UPON AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR SHALL,
IF REQUESTED BY THE SECURITY AGENT, USE ITS COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN ALL REQUISITE CONSENTS OR APPROVALS BY THE LICENSOR OF EACH COPYRIGHT
LICENSE, PATENT LICENSE OR TRADEMARK LICENSE TO EFFECT THE ASSIGNMENT OF ALL
SUCH GRANTOR'S RIGHT, TITLE AND INTEREST THEREUNDER TO THE SECURITY AGENT OR ITS
DESIGNEE.
ARTICLE V
REMEDIES
SECTION 5.01.
Remedies Upon Default.
Upon the occurrence and during the
continuance of an Event of Default, each Grantor agrees to deliver each item of
Collateral to the Security Agent (or the Term Loan Agent or Permitted Notes
Agent or a designated bailee for purposes of perfection, in accordance with the
Intercreditor Agreement) on demand, and it is agreed that the Security Agent
shall have the right to take any of or all the following actions at the same or
different times:
(a) with respect to any Article 9 Collateral consisting of
Intellectual Property, on demand, to cause the Security Interest to become an
assignment, transfer and conveyance of any of or all such Article 9 Collateral
by the applicable Grantors