CREATED BY THE COLLATERAL DOCUMENTS, ALL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ALL AT THE
EXPENSE OF THE LOAN PARTIES.
(D)
IF ANY MATERIAL ASSETS (OTHER THAN EXCLUDED ASSETS) ARE ACQUIRED BY ANY
LOAN PARTY AFTER THE EFFECTIVE DATE (OTHER THAN ASSETS CONSTITUTING COLLATERAL
UNDER THE SECURITY AGREEMENT THAT BECOME SUBJECT TO THE LIEN IN FAVOR OF THE
ADMINISTRATIVE AGENT UPON ACQUISITION THEREOF), THE BORROWER WILL NOTIFY THE
ADMINISTRATIVE AGENT AND THE LENDERS THEREOF, AND, IF REQUESTED BY THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS, THE BORROWER WILL CAUSE SUCH
ASSETS TO BE SUBJECTED TO A LIEN SECURING THE SECURED OBLIGATIONS AND WILL TAKE,
AND CAUSE THE LOAN PARTIES TO TAKE, SUCH ACTIONS AS SHALL BE NECESSARY OR
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO GRANT AND PERFECT SUCH
LIENS, INCLUDING ACTIONS DESCRIBED IN PARAGRAPH (C) OF THIS SECTION, ALL AT THE
EXPENSE OF THE LOAN PARTIES.
(E)
EACH LOAN PARTY WILL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN A
PROCESSOR CONTROL AGREEMENT WITH RESPECT TO EACH CREDIT CARD PROCESSOR PARTY TO
A CREDIT CARD PROCESSING AGREEMENT ACQUIRED BY ANY LOAN PARTY IN CONNECTION WITH
THE CONSUMMATION OF ANY PERMITTED ACQUISITION, WITHIN SIXTY (60) DAYS AFTER THE
CONSUMMATION OF SUCH PERMITTED ACQUISITION.
63
(F)
ON OR PRIOR TO THE EFFECTIVE DATE, EACH LOAN PARTY SHALL DELIVER TO THE
ADMINISTRATIVE AGENT EXECUTED SIGNATURE PAGES AND EXHIBITS TO CONFIRMATORY
GRANTS OF SECURITY INTEREST WITH RESPECT TO ITS PATENTS, TRADEMARKS AND
COPYRIGHTS TO BE HELD IN ESCROW BY THE ADMINISTRATIVE AGENT UNTIL THE OCCURRENCE
OF THE IP COLLATERAL TRIGGER DATE.
UPON THE OCCURRENCE OF THE IP COLLATERAL
TRIGGER DATE, EACH LOAN PARTY ACKNOWLEDGES AND AGREES THAT (I) ALL SIGNATURE
PAGES, EXHIBITS, DOCUMENTS, INSTRUMENTS AND OTHER DELIVERIES PROVIDED TO THE
ADMINISTRATIVE AGENT BY SUCH LOAN PARTY TO EVIDENCE A FIRST PRIORITY SECURITY
INTEREST OF THE ADMINISTRATIVE AGENT IN SUCH LOAN PARTY'S PATENTS, TRADEMARKS,
AND COPYRIGHTS, SHALL BE AUTOMATICALLY AND IRREVOCABLY RELEASED, (II) THE
ADMINISTRATIVE AGENT SHALL BE AUTHORIZED TO (A) DATE ANY SUCH ITEMS THE DATE OF
THE IP COLLATERAL TRIGGER DATE, (B) ATTACH THE EXECUTED SIGNATURE PAGES OF SUCH
LOAN PARTY THERETO, AND (C) MAKE ALL FILINGS AND TAKE ANY OTHER ACTIONS
CONTEMPLATED THEREBY IN CONNECTION WITH CREATING AND PERFECTING THE
ADMINISTRATIVE AGENT'S LIEN ON THE PATENTS, TRADEMARKS AND COPYRIGHTS OF SUCH
LOAN PARTY, AND (III) IT SHALL PROMPTLY EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT A REAFFIRMATION AGREEMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT, THAT REAFFIRMS ITS OBLIGATIONS UNDER
THE LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, SUCH LOAN PARTY'S GRANT TO
THE ADMINISTRATIVE AGENT OF A FIRST PRIORITY SECURITY INTEREST IN ALL OF SUCH
LOAN PARTY'S PATENTS, TRADEMARKS AND COPYRIGHTS).
(G) IF AN AGREEMENT WITH RESPECT TO A JOINT VENTURE (THAT IS NOT A SUBSIDIARY)
ENTERED INTO BY A LOAN PARTY OTHERWISE PERMITTED HEREUNDER CONTAINS CUSTOMARY
RESTRICTIONS ON THE GRANTING OF LIENS ON ITS ASSETS OR EQUITY INTERESTS OF SUCH
JOINT VENTURE, NO LIEN NEED BE PROVIDED TO THE ADMINISTRATIVE AGENT TO THE
EXTENT THAT