THE TERMINATION THEREOF) (I) OBTAIN
ANY RIGHTS TO ANY ADDITIONAL INTELLECTUAL PROPERTY OR (II) BECOME ENTITLED TO
THE BENEFIT OF ANY ADDITIONAL INTELLECTUAL PROPERTY OR ANY RENEWAL OR EXTENSION
THEREOF, INCLUDING ANY REISSUE, DIVISION, CONTINUATION, OR CONTINUATION-IN-PART
OF ANY INTELLECTUAL PROPERTY, OR ANY IMPROVEMENT ON ANY INTELLECTUAL PROPERTY,
THE PROVISIONS HEREOF SHALL AUTOMATICALLY APPLY THERETO AND ANY SUCH ITEM
ENUMERATED IN CLAUSE (I) OR (II) OF THIS SECTION 6.3 WITH RESPECT TO SUCH
PLEDGOR SHALL AUTOMATICALLY CONSTITUTE INTELLECTUAL PROPERTY COLLATERAL IF SUCH
WOULD HAVE CONSTITUTED INTELLECTUAL PROPERTY COLLATERAL AT THE TIME OF EXECUTION
HEREOF AND BE SUBJECT TO THE LIEN AND SECURITY INTEREST CREATED BY THIS
AGREEMENT WITHOUT FURTHER ACTION BY ANY PARTY AND IF SUCH INTELLECTUAL PROPERTY
HAS A FAIR MARKET VALUE (AS DETERMINED BY THE BOARD OF DIRECTORS OF THE ISSUER)
IN EXCESS OF $100,000.
EACH PLEDGOR SHALL PROMPTLY (I) PROVIDE TO THE
COLLATERAL AGENT WRITTEN NOTICE OF ANY OF THE FOREGOING AND (II) CONFIRM THE
ATTACHMENT OF THE LIEN AND SECURITY INTEREST CREATED BY THIS AGREEMENT TO ANY
RIGHTS DESCRIBED IN CLAUSES (I) AND (II) OF THE IMMEDIATELY PRECEDING SENTENCE
OF THIS SECTION 6.3 BY EXECUTION OF AN INSTRUMENT IN FORM REASONABLY ACCEPTABLE
TO THE COLLATERAL AGENT AND THE FILING OF ANY INSTRUMENTS OR STATEMENTS AS SHALL
BE REASONABLY NECESSARY TO PRESERVE, PROTECT OR PERFECT THE COLLATERAL AGENT'S
SECURITY INTEREST IN SUCH INTELLECTUAL PROPERTY COLLATERAL.
FURTHER, EACH
PLEDGOR AUTHORIZES THE COLLATERAL AGENT TO MODIFY THIS AGREEMENT BY AMENDING
SCHEDULES 13(C) AND 13(D) ANNEXED TO THE PERFECTION CERTIFICATE TO INCLUDE ANY
INTELLECTUAL PROPERTY COLLATERAL ACQUIRED OR ARISING AFTER THE DATE HEREOF OF
SUCH PLEDGOR.
SECTION 6.4.
LITIGATION.
EACH PLEDGOR SHALL HAVE THE RIGHT TO COMMENCE
AND PROSECUTE IN ITS OWN NAME, AS THE PARTY IN INTEREST, FOR ITS OWN BENEFIT AND
AT THE SOLE COST AND EXPENSE OF THE PLEDGORS, SUCH APPLICATIONS FOR PROTECTION
OF THE INTELLECTUAL PROPERTY COLLATERAL AND SUITS, PROCEEDINGS OR OTHER ACTIONS
TO PREVENT THE INFRINGEMENT, COUNTERFEITING, UNFAIR COMPETITION, DILUTION,
DIMINUTION IN VALUE OR OTHER DAMAGE AS ARE NECESSARY TO PROTECT THE INTELLECTUAL
PROPERTY COLLATERAL.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY
EVENT OF DEFAULT, THE COLLATERAL AGENT SHALL HAVE THE RIGHT BUT SHALL IN NO WAY
BE OBLIGATED TO FILE APPLICATIONS FOR PROTECTION OF THE INTELLECTUAL PROPERTY
COLLATERAL AND/OR BRING SUIT IN THE NAME OF ANY PLEDGOR, THE COLLATERAL AGENT OR
THE SECURED PARTIES TO ENFORCE THE INTELLECTUAL PROPERTY COLLATERAL AND ANY
LICENSE THEREUNDER.
IN THE EVENT OF SUCH SUIT, EACH PLEDGOR SHALL DO ANY AND
ALL LAWFUL ACTS AND EXECUTE ANY AND ALL DOCUMENTS REQUESTED BY THE COLLATERAL
AGENT IN AID OF SUCH ENFORCEMENT AND THE PLEDGORS SHALL PROMPTLY REIMBURSE AND
INDEMNIFY THE COLLATERAL AGENT FOR ALL COSTS AND EXPENSES INCURRED BY THE
COLLATERAL AGENT IN THE EXERCISE OF ITS RIGHTS UNDER THIS SECTION 6.4 IN
ACCORDANCE WITH SECTION 7.7 OF THE INDENTURE.
23
ARTICLE VII
CERTAIN PROVISIONS CONCERNING ACCOUNTS
SECTION 7.1.
MAINTENANCE OF RECORDS.
EACH PLEDGOR SHALL KEEP AND
MAINTAIN AT ITS OWN COST AND EXPENSE COMPLETE RECORDS OF