ITSELF OR THROUGH ANY AGENT, EMPLOYEE, LICENSEE OR DESIGNEE, FILE AN APPLICATION
FOR THE REGISTRATION OF ANY MATERIAL PATENT, TRADEMARK OR COPYRIGHT WITH THE
UNITED STATES PATENT AND TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT OFFICE OR
ANY SIMILAR OFFICE OR AGENCY WITHOUT GIVING AGENT PRIOR WRITTEN NOTICE THEREOF,
AND, UPON REQUEST OF AGENT, EACH GRANTOR SHALL EXECUTE AND DELIVER ANY AND ALL
PATENT SECURITY AGREEMENTS, COPYRIGHT SECURITY AGREEMENTS OR TRADEMARK SECURITY
AGREEMENTS AS AGENT MAY REQUEST TO EVIDENCE AGENT'S LIEN ON SUCH PATENT,
TRADEMARK OR COPYRIGHT, AND THE GENERAL INTANGIBLES OF SUCH GRANTOR RELATING
THERETO OR REPRESENTED THEREBY.
(III)
GRANTORS SHALL TAKE ALL ACTIONS NECESSARY OR
REQUESTED BY AGENT TO MAINTAIN AND PURSUE EACH APPLICATION, TO OBTAIN THE
RELEVANT REGISTRATION AND TO MAINTAIN THE REGISTRATION OF EACH OF THE MATERIAL
PATENTS, TRADEMARKS AND COPYRIGHTS (NOW OR HEREAFTER EXISTING), INCLUDING THE
FILING OF APPLICATIONS FOR RENEWAL, AFFIDAVITS OF USE, AFFIDAVITS OF
NONCONTESTABILITY AND OPPOSITION AND INTERFERENCE AND CANCELLATION PROCEEDINGS,
UNLESS SUCH GRANTOR SHALL DETERMINE THAT SUCH PATENT, TRADEMARK OR COPYRIGHT IS
NO LONGER MATERIAL TO THE CONDUCT OF ITS BUSINESS.
(IV)
IN THE EVENT THAT ANY OF THE MATERIAL PATENT,
TRADEMARK OR COPYRIGHT COLLATERAL IS INFRINGED UPON, OR MISAPPROPRIATED OR
DILUTED BY A THIRD PARTY, SUCH GRANTOR SHALL COMPLY WITH SECTION 5(A)(IX) OF
THIS SECURITY AGREEMENT.
SUCH GRANTOR SHALL, UNLESS SUCH GRANTOR SHALL
REASONABLY DETERMINE THAT SUCH MATERIAL PATENT, TRADEMARK OR COPYRIGHT
COLLATERAL IS NO LONGER MATERIAL TO THE CONDUCT OF ITS BUSINESS OR OPERATIONS,
PROMPTLY SUE FOR INFRINGEMENT, MISAPPROPRIATION OR DILUTION AND TO RECOVER ANY
AND ALL DAMAGES FOR SUCH INFRINGEMENT, MISAPPROPRIATION OR DILUTION, AND SHALL
TAKE SUCH OTHER ACTIONS AS AGENT SHALL DEEM APPROPRIATE UNDER THE CIRCUMSTANCES
TO PROTECT SUCH MATERIAL PATENT, TRADEMARK OR COPYRIGHT COLLATERAL.
(D)
COMPLIANCE WITH TERMS OF ACCOUNTS, ETC.
GRANTORS WILL PERFORM AND
COMPLY IN ALL MATERIAL RESPECTS WITH ALL OBLIGATIONS IN RESPECT OF THE
COLLATERAL AND ALL OTHER AGREEMENTS TO WHICH IT IS A PARTY OR BY WHICH IT IS
BOUND RELATING TO THE COLLATERAL.
(E)
LIMITATION ON LIENS ON COLLATERAL.
NO GRANTOR WILL CREATE, PERMIT
OR SUFFER TO EXIST, AND WILL DEFEND THE COLLATERAL AGAINST, AND TAKE SUCH OTHER
ACTION AS IS NECESSARY TO REMOVE, ANY LIEN ON ANY OF THE COLLATERAL EXCEPT LIENS
PERMITTED UNDER THE CREDIT AGREEMENT AND PERMITTED ENCUMBRANCES, AND WILL DEFEND
THE RIGHT, TITLE AND INTEREST OF AGENT AND LENDERS IN AND TO ANY OF GRANTOR'S
RIGHTS UNDER THE COLLATERAL AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS
WHOMSOEVER.
10
(F)
FURTHER IDENTIFICATION OF COLLATERAL.
GRANTORS WILL, IF SO
REQUESTED BY AGENT, FURNISH TO AGENT, AS OFTEN AS AGENT REASONABLY REQUESTS,
STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL AND
SUCH OTHER REPORTS IN CONNECTION WITH THE COLLATERAL AS AGENT MAY REASONABLY
REQUEST, ALL IN SUCH DETAIL AS AGENT MAY SPECIFY.
GRANTORS SHALL PROMPTLY
NOTIFY AGENT IN WRITING UPON ACQUIRING ANY INTEREST HEREAFTER IN PROPERTY THAT
IS OF A TYPE WHERE A SECURITY INTEREST OR LIEN MUST BE OR MAY BE REGISTERED,
RECORDED OR FILED UNDER, OR