THE INTELLECTUAL PROPERTY COLLATERAL OR OTHERWISE
IN FURTHERANCE OF THE PROVISIONS OF THIS AGREEMENT. EACH GRANTOR HEREBY
AUTHORIZES AGENT TO EXECUTE AND FILE ONE OR MORE FINANCING STATEMENTS (AND ANY
SIMILAR DOCUMENTS) OR COPIES THEREOF OR OF THIS AGREEMENT WITH RESPECT TO THE
INTELLECTUAL PROPERTY COLLATERAL (WITH A COPY SENT TO ADMINISTRATIVE BORROWER).
(III)
IN THE EVENT THAT ANY GRANTOR, EITHER ITSELF OR THROUGH ANY
SUBSIDIARY, AFFILIATE, AGENT, EMPLOYEE, LICENSEE OR DESIGNEE, SHALL FILE AN
APPLICATION FOR THE ISSUANCE OF ANY PATENT OR REGISTRATION OF ANY TRADEMARK WITH
THE UNITED STATES PATENT AND TRADEMARK OFFICE, OR ANY SIMILAR OFFICE OF THE
UNITED STATES OR IN ANY OFFICE OF THE SECRETARY OF STATE (OR EQUIVALENT) OF ANY
STATE THEREOF, OR FOR THE REGISTRATION OF ANY COPYRIGHT WITH THE UNITED STATES
REGISTER OF COPYRIGHTS, OR FOR THE REGISTRATION OF ANY PATENT, TRADEMARK OR
COPYRIGHT IN ANY SIMILAR OFFICE OR AGENCY OF ANY COUNTRY OR POLITICAL
SUBDIVISION THEREOF THROUGHOUT THE WORLD, OR SHALL OBTAIN ISSUANCE OF ANY PATENT
OR REGISTRATION OF ANY TRADEMARK OR COPYRIGHT PREVIOUSLY APPLIED FOR, OR SHALL
ADOPT, ACQUIRE OR OBTAIN RIGHTS TO ANY NEW TRADEMARK, PATENT APPLICATION OR WORK
FOR WHICH A COPYRIGHT APPLICATION HAS BEEN OR IS EXPECTED TO BE FILED, OR BECOME
ENTITLED TO THE BENEFIT OF ANY PATENT APPLICATION OR ANY PATENT OR ANY PART
THEREOF FOR REISSUE, RE-EXAMINATION, CONTINUATION, CONTINUATION-IN-PART,
DIVISION, IMPROVEMENT OR EXTENSION, THE APPLICABLE GRANTOR SHALL (A) INFORM
AGENT OF ANY SUCH EVENT OR ACTION IN SEMI-ANNUAL REPORTS WHICH BORROWERS SHALL
DELIVER TO AGENT CONCURRENTLY WITH THE DELIVERY TO AGENT OF THE QUARTERLY
FINANCIAL INFORMATION OF BORROWER PURSUANT TO THE CREDIT AGREEMENT, AND (B)
EXECUTE AND DELIVER ANY AND ALL ASSIGNMENTS, AGREEMENTS, INSTRUMENTS, DOCUMENTS
AND PAPERS AS ARE NECESSARY OR APPROPRIATE OR AS AGENT MAY REASONABLY REQUEST TO
EVIDENCE THE AGENT'S SECURITY INTEREST IN SUCH TRADEMARK, PATENT OR COPYRIGHT
AND THE GOODWILL AND GENERAL INTANGIBLES OF GRANTORS RELATING THERETO OR
REPRESENTED THEREBY. EACH GRANTOR HEREBY CONSTITUTES AGENT, OR AGENT'S AGENT,
ITS ATTORNEY-IN-FACT TO EXECUTE AND FILE ALL SUCH WRITINGS FOR THE FOREGOING
PURPOSES, ALL ACTS OF SUCH ATTORNEY BEING HEREBY
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RATIFIED AND CONFIRMED; SUCH POWER BEING COUPLED WITH AN INTEREST IS IRREVOCABLE
UNTIL THE SECURED OBLIGATIONS ARE INDEFEASIBLY PAID IN FULL AND THE COMMITMENTS
TERMINATED. EACH GRANTOR AUTHORIZES THE AMENDMENT OF THE SCHEDULES HERETO TO
INCLUDE ANY FUTURE INTELLECTUAL PROPERTY COLLATERAL REGISTRATIONS OR
APPLICATIONS WHICH MAY BE ACQUIRED OR MADE BY SUCH GRANTOR.
(IV)
EACH GRANTOR HAS THE AUTHORITY, RIGHT AND POWER TO ENTER INTO THIS
AGREEMENT AND TO PERFORM ITS TERMS AND TO GRANT THE SECURITY INTEREST HEREIN
GRANTED, AND HAS NOT ENTERED AND WILL NOT ENTER INTO ANY ORAL OR WRITTEN
AGREEMENTS WHICH WOULD PREVENT SUCH GRANTOR FROM COMPLYING WITH THE TERMS
HEREOF, PROVIDED, HOWEVER, EACH GRANTOR MAY ENTER INTO OR MAINTAIN IN EFFECT
SUCH NON-EXCLUSIVE LICENSE AGREEMENTS WITH RESPECT TO THE INTELLECTUAL PROPERTY
COLLATERAL AS SUCH GRANTOR BELIEVES IN ITS REASONABLE BUSINESS JUDGMENT ARE IN
THE BEST INTEREST OF SUCH GRANTOR'S BUSINESS, SO LONG AS ANY SUCH LICENSE