(Y) TO THE EXTENT SUCH GRANTOR SHALL DEEM APPROPRIATE UNDER
THE CIRCUMSTANCES, PROMPTLY SUE FOR INFRINGEMENT, MISAPPROPRIATION, DILUTION OR
OTHER VIOLATION, SEEK INJUNCTIVE RELIEF WHERE APPROPRIATE AND RECOVER ANY AND
ALL DAMAGES FOR SUCH INFRINGEMENT, MISAPPROPRIATION, DILUTION OR OTHER
VIOLATION, OR TAKE SUCH OTHER ACTIONS AS SUCH GRANTOR SHALL DEEM APPROPRIATE
UNDER THE CIRCUMSTANCES TO PROTECT SUCH INTELLECTUAL PROPERTY.
EACH GRANTOR
SHALL FURNISH TO THE SECURED PARTY FROM TIME TO TIME UPON ITS REQUEST STATEMENTS
AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE INTELLECTUAL PROPERTY AND
LICENSES AND SUCH OTHER REPORTS IN CONNECTION WITH THE INTELLECTUAL PROPERTY AND
LICENSES AS THE SECURED PARTY MAY REASONABLY REQUEST, ALL IN REASONABLE DETAIL
AND PROMPTLY UPON REQUEST OF THE SECURED PARTY, FOLLOWING RECEIPT BY THE SECURED
PARTY OF ANY SUCH STATEMENTS, SCHEDULES OR REPORTS, SUCH GRANTOR SHALL MODIFY
THIS AGREEMENT BY AMENDING SCHEDULE II HERETO, AS THE CASE MAY BE, TO INCLUDE
ANY INTELLECTUAL PROPERTY AND LICENSE, AS THE CASE MAY BE, WHICH BECOMES PART OF
THE COLLATERAL UNDER THIS AGREEMENT AND SHALL EXECUTE AND AUTHENTICATE SUCH
DOCUMENTS AND DO SUCH ACTS AS SHALL BE NECESSARY OR, IN THE JUDGMENT OF THE
SECURED PARTY, DESIRABLE TO SUBJECT SUCH INTELLECTUAL PROPERTY AND LICENSES TO
THE LIEN AND SECURITY INTEREST CREATED BY THIS AGREEMENT.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, UPON THE OCCURRENCE AND DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, SUCH GRANTOR MAY NOT ABANDON OR OTHERWISE PERMIT ANY
INTELLECTUAL PROPERTY TO BECOME INVALID WITHOUT THE PRIOR WRITTEN CONSENT OF THE
SECURED PARTY, AND IF ANY INTELLECTUAL PROPERTY IS INFRINGED, MISAPPROPRIATED,
DILUTED OR OTHERWISE VIOLATED IN ANY MATERIAL RESPECT BY A THIRD PARTY, SUCH
GRANTOR WILL TAKE SUCH ACTION AS THE SECURED PARTY SHALL DEEM APPROPRIATE UNDER
THE CIRCUMSTANCES TO PROTECT SUCH INTELLECTUAL PROPERTY.
(II)
IN NO EVENT SHALL A GRANTOR, EITHER ITSELF OR THROUGH ANY AGENT,
EMPLOYEE, LICENSEE OR DESIGNEE, FILE AN APPLICATION FOR THE REGISTRATION OF ANY
TRADEMARK OR COPYRIGHT OR THE ISSUANCE OF ANY PATENT WITH THE UNITED STATES
PATENT AND TRADEMARK OFFICE OR THE UNITED STATES COPYRIGHT OFFICE, AS
APPLICABLE, OR IN ANY SIMILAR OFFICE OR AGENCY OF THE UNITED STATES OR ANY
COUNTRY OR ANY POLITICAL SUBDIVISION THEREOF UNLESS IT GIVES THE SECURED PARTY
PRIOR WRITTEN NOTICE THEREOF.
UPON REQUEST OF THE SECURED PARTY, EACH GRANTOR
SHALL EXECUTE, AUTHENTICATE AND DELIVER ANY AND ALL ASSIGNMENTS, AGREEMENTS,
INSTRUMENTS, DOCUMENTS AND PAPERS AS THE SECURED PARTY MAY REASONABLY REQUEST TO
EVIDENCE THE SECURED PARTY'S SECURITY INTEREST HEREUNDER IN SUCH INTELLECTUAL
PROPERTY AND THE GENERAL INTANGIBLES OF SUCH GRANTOR RELATING THERETO OR
REPRESENTED THEREBY, AND SUCH GRANTOR HEREBY APPOINTS THE SECURED PARTY ITS
ATTORNEY-IN-FACT TO EXECUTE AND/OR AUTHENTICATE AND FILE ALL SUCH WRITINGS FOR
THE FOREGOING PURPOSES, ALL ACTS OF SUCH ATTORNEY BEING HEREBY RATIFIED AND
CONFIRMED, AND SUCH POWER (BEING COUPLED WITH AN INTEREST) SHALL BE IRREVOCABLE
UNTIL THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL OF THE OBLIGATIONS.
(III)
UPON THE SECURED PARTY'S REQUEST, EACH GRANTOR SHALL CAUSE EACH
DOMAIN REGISTRAR WHERE ANY OF SUCH GRANTOR'S INTERNET DOMAIN NAMES