OWNED OR USED BY SUCH
GRANTOR INFRINGES UPON, MISAPPROPRIATES OR OTHERWISE VIOLATES THE INTELLECTUAL
PROPERTY RIGHTS OF ANY OTHER PERSON;
(G)
ON THE CLOSING DATE, TO SUCH GRANTOR'S ACTUAL KNOWLEDGE, NO OTHER
PERSON IS INFRINGING UPON, MISAPPROPRIATING OR OTHERWISE VIOLATING ANY RIGHTS IN
ANY MATERIAL INTELLECTUAL PROPERTY OWNED BY SUCH GRANTOR IN ANY MATERIAL
RESPECT; AND
(H)
ON THE CLOSING DATE, NO SETTLEMENT OR CONSENTS, COVENANTS NOT TO
SUE, CO-EXISTENCE AGREEMENTS, NON-ASSERTION ASSURANCES, OR RELEASES HAVE BEEN
ENTERED INTO BY GRANTOR THAT BINDS GRANTOR IN A MANNER THAT MATERIALLY ADVERSELY
AFFECTS GRANTOR'S RIGHTS TO OWN, LICENSE OR USE ANY MATERIAL INTELLECTUAL
PROPERTY OWNED BY GRANTOR AS OF SUCH DATE, OTHER THAN (I) THOSE LICENSED BY
GRANTOR UNDER ANY INTELLECTUAL PROPERTY LICENSE OR (II) THOSE SUBJECT TO
PERMITTED LIENS.
SECTION 6.
COVENANTS AND AGREEMENTS.
Each Grantor hereby covenants and agrees that:
6.1
Grantor Information & Status - Pledge Supplement.
(A)
IN CONNECTION WITH ANY NOTICE PROVIDED UNDER SECTION 5.1(L) OF THE
CREDIT AGREEMENT IN CONNECTION WITH A MERGER OR OTHER CHANGE IN CORPORATE
STRUCTURE, SUCH GRANTOR SHALL EXECUTE AND DELIVER TO THE COLLATERAL AGENT A
COMPLETED PLEDGE SUPPLEMENT, SUBSTANTIALLY IN THE FORM OF ANNEX A ATTACHED
HERETO, UPON COMPLETION OF SUCH MERGER OR OTHER CHANGE IN CORPORATE STRUCTURE
CONFIRMING THE GRANT OF THE SECURITY INTEREST HEREUNDER.
6.2
Collateral Identification; Special Collateral.
(A)
IN THE EVENT THAT IT HEREAFTER ACQUIRES ANY COLLATERAL OF A TYPE
DESCRIBED IN SECTION 5.2(B) HEREOF, IT SHALL PROMPTLY NOTIFY THE COLLATERAL
AGENT THEREOF IN WRITING AND TAKE SUCH ACTIONS AND EXECUTE SUCH DOCUMENTS AND
MAKE SUCH FILINGS ALL AT GRANTOR'S EXPENSE AS THE
18
COLLATERAL AGENT MAY REASONABLY REQUEST IN ORDER TO ENSURE THAT THE COLLATERAL
AGENT HAS A VALID, PERFECTED, SECOND PRIORITY SECURITY INTEREST IN SUCH
COLLATERAL, SUBJECT IN THE CASE OF PRIORITY ONLY, TO ANY PERMITTED LIENS.
NOTWITHSTANDING THE FOREGOING, NO GRANTOR SHALL BE REQUIRED TO NOTIFY THE
COLLATERAL AGENT OR TAKE ANY SUCH ACTION UNLESS SUCH COLLATERAL IS MATERIAL TO
SUCH GRANTOR'S BUSINESS.
(B)
IN THE EVENT THAT IT HEREAFTER ACQUIRES OR HAS ANY COMMERCIAL TORT
CLAIMS IN EXCESS OF $500,000 INDIVIDUALLY OR $1,000,000 IN THE AGGREGATE IT
SHALL DELIVER TO THE COLLATERAL AGENT A COMPLETED PLEDGE SUPPLEMENT,
SUBSTANTIALLY IN THE FORM OF EXHIBIT A ATTACHED HERETO, TOGETHER WITH ALL
SUPPLEMENTS TO SCHEDULES THERETO, IDENTIFYING SUCH NEW COMMERCIAL TORT CLAIMS.
6.3
Ownership of Collateral and Absence of Other Liens.
(A)
EXCEPT FOR THE SECURITY INTEREST CREATED BY THIS AGREEMENT, IT
SHALL NOT CREATE OR SUFFER TO EXIST ANY LIEN UPON OR WITH RESPECT TO ANY OF THE
COLLATERAL, OTHER THAN PERMITTED LIENS, AND SUCH GRANTOR SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO DEFEND THE COLLATERAL AGAINST ALL PERSONS AT ANY TIME
CLAIMING ANY LIEN THEREON OTHER THAN A PERMITTED LIEN; AND
(B)
IT SHALL NOT SELL, TRANSFER OR ASSIGN (BY OPERATION OF LAW OR
OTHERWISE) ANY COLLATERAL TO ANOTHER PERSON OR PROVIDE AN EXCLUSIVE IP LICENSE
(AS SUCH TERM IS DEFINED IN THE CREDIT AGREEMENT) TO ANOTHER PERSON EXCEPT AS
OTHERWISE PERMITTED BY THE