SUCH APPLICATION PRIOR TO EXHAUSTION OF ALL
15
ADMINISTRATIVE AND JUDICIAL REMEDIES (OTHER THAN APPLICATIONS DEEMED BY SUCH
ASSIGNOR TO BE NO LONGER PRUDENT TO PURSUE), ABSENT WRITTEN CONSENT OF THE
COLLATERAL AGENT.
5.6.
OTHER PATENTS AND COPYRIGHTS.
WITHIN 30 DAYS OF THE ACQUISITION OR
ISSUANCE OF A PATENT, REGISTRATION OF A COPYRIGHT, OR ACQUISITION OF A
REGISTERED COPYRIGHT, OR OF FILING OF AN APPLICATION FOR A PATENT OR COPYRIGHT,
THAT IS IN EACH CASE MATERIAL TO ITS BUSINESS, THE RELEVANT ASSIGNOR SHALL
DELIVER TO THE COLLATERAL AGENT A COPY OF SAID COPYRIGHT REGISTRATION OR PATENT
OR CERTIFICATE OR REGISTRATION OF, OR APPLICATION THEREFOR, AS THE CASE MAY BE,
WITH AN ASSIGNMENT FOR SECURITY AS TO SUCH PATENT OR COPYRIGHT, AS THE CASE MAY
BE, TO THE COLLATERAL AGENT AND AT THE EXPENSE OF SUCH ASSIGNOR, CONFIRMING THE
ASSIGNMENT FOR SECURITY, THE FORM OF SUCH ASSIGNMENT FOR SECURITY TO BE
SUBSTANTIALLY IN THE FORM OF ANNEX J OR K HERETO, AS APPROPRIATE, OR IN SUCH
OTHER FORM AS MAY BE SATISFACTORY TO THE COLLATERAL AGENT.
5.7.
REMEDIES.
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING, THE
COLLATERAL AGENT MAY, BY WRITTEN NOTICE TO THE RELEVANT ASSIGNOR, TAKE ANY OR
ALL OF THE FOLLOWING ACTIONS: (I) DECLARE THE ENTIRE RIGHT, TITLE, AND INTEREST
OF SUCH ASSIGNOR IN EACH OF THE PATENTS AND COPYRIGHTS VESTED IN THE COLLATERAL
AGENT FOR THE BENEFIT OF THE SECURED CREDITORS, IN WHICH EVENT SUCH RIGHT,
TITLE, AND INTEREST SHALL IMMEDIATELY VEST IN THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED CREDITORS, IN WHICH CASE THE COLLATERAL AGENT SHALL BE
ENTITLED TO EXERCISE THE POWER OF ATTORNEY REFERRED TO IN OR DELIVERED PURSUANT
TO SECTION 5.1 HEREOF TO EXECUTE, CAUSE TO BE ACKNOWLEDGED AND NOTARIZED AND TO
RECORD SAID ABSOLUTE ASSIGNMENT WITH THE APPLICABLE AGENCY; (II) TAKE AND
PRACTICE OR SELL THE PATENTS, COPYRIGHTS AND TRADE SECRET RIGHTS; AND (III)
DIRECT SUCH ASSIGNOR TO REFRAIN, IN WHICH EVENT SUCH ASSIGNOR SHALL REFRAIN,
FROM PRACTICING THE PATENTS AND USING THE COPYRIGHTS AND/OR TRADE SECRET RIGHTS
DIRECTLY OR INDIRECTLY, AND SUCH ASSIGNOR SHALL EXECUTE SUCH OTHER AND FURTHER
DOCUMENTS AS THE COLLATERAL AGENT MAY REQUEST FURTHER TO CONFIRM THIS AND TO
TRANSFER OWNERSHIP OF THE PATENTS, COPYRIGHTS AND TRADE SECRET RIGHTS TO THE
COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED CREDITORS.
ARTICLE VI
SPECIAL PROVISIONS CONCERNING
MATERIAL TRACTOR TRAILERS
6.1.
ADDITIONAL REPRESENTATIONS AND WARRANTIES.
EACH ASSIGNOR REPRESENTS AND
WARRANTS THAT, AS OF THE SECOND RESTATEMENT EFFECTIVE DATE, IT IS THE TRUE,
LAWFUL, SOLE AND EXCLUSIVE OWNER OF THE MATERIAL TRACTOR TRAILERS OF SUCH
ASSIGNOR LISTED ON ANNEX L HERETO AND THAT SAID LISTED MATERIAL TRACTOR TRAILERS
CONSTITUTE ALL OF THE MATERIAL TRACTOR TRAILERS THAT SUCH ASSIGNOR OWNS IN
CONNECTION WITH ITS BUSINESS AS OF THE SECOND RESTATEMENT EFFECTIVE DATE. EACH
ASSIGNOR REPRESENTS AND WARRANTS THAT ALL FILINGS, REGISTRATIONS AND RECORDINGS
NECESSARY OR APPROPRIATE TO PERFECT THE SECURITY INTEREST GRANTED TO THE
COLLATERAL AGENT IN THE MATERIAL TRACTOR TRAILERS LISTED ON ANNEX L AND COVERED