AND TAKE ALL FURTHER ACTION NECESSARY OR, IN
THE COLLATERAL AGENT'S REASONABLE JUDGMENT, ADVISABLE IN ORDER TO CREATE AND/OR
MAINTAIN THE VALIDITY, PERFECTION OR PRIORITY OF AND PROTECT ANY SECURITY
INTEREST GRANTED HEREBY OR TO ENABLE THE COLLATERAL AGENT TO EXERCISE AND
ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO ANY COLLATERAL.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH GRANTOR SHALL:
(I)
FILE SUCH FINANCING OR CONTINUATION
STATEMENTS, OR AMENDMENTS THERETO, RECORD SECURITY INTERESTS IN INTELLECTUAL
PROPERTY AND EXECUTE AND DELIVER SUCH OTHER AGREEMENTS, INSTRUMENTS,
ENDORSEMENTS, POWERS OF ATTORNEY OR NOTICES, AS THE COLLATERAL AGENT MAY
REASONABLY REQUEST, IN ORDER TO EFFECT, REFLECT, PERFECT AND PRESERVE THE
SECURITY INTERESTS GRANTED OR PURPORTED TO BE GRANTED HEREBY;
(II)
ENSURE THE RECORDATION OF APPROPRIATE
EVIDENCE, AS THE COLLATERAL AGENT MAY REASONABLY REQUEST, OF THE LIENS AND
SECURITY INTEREST GRANTED HEREUNDER IN THE U.S. PATENTS, U.S. COPYRIGHTS, AND
U.S. TRADEMARKS THAT ARE, IN EACH CASE, OWNED BY A GRANTOR, WITH ANY
INTELLECTUAL PROPERTY REGISTRY IN WHICH SAID U.S. PATENTS, U.S. COPYRIGHTS, AND
U.S. TRADEMARKS ARE REGISTERED OR IN WHICH AN APPLICATION FOR REGISTRATION IS
PENDING INCLUDING, WITHOUT LIMITATION, THE UNITED STATES PATENT AND TRADEMARK
OFFICE, THE UNITED STATES COPYRIGHT OFFICE AND THE VARIOUS SECRETARIES OF STATE
OF THE SEVERAL STATES OF THE UNITED STATES;
(III)
AT ANY REASONABLE TIME, UPON REQUEST BY THE
COLLATERAL AGENT AND SUBJECT TO SECTION 5.6 OF THE CREDIT AGREEMENT, ALLOW
INSPECTION OF THE COLLATERAL BY THE COLLATERAL AGENT, OR PERSONS DESIGNATED BY
THE COLLATERAL AGENT AND, IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
ASSEMBLE THE COLLATERAL; AND
23
(IV)
AT THE COLLATERAL AGENT'S REQUEST, APPEAR IN
AND DEFEND ANY ACTION OR PROCEEDING THAT MAY AFFECT SUCH GRANTOR'S TITLE TO OR
THE COLLATERAL AGENT'S SECURITY INTEREST IN ALL OR ANY PART OF THE COLLATERAL.
(B)
EACH GRANTOR HEREBY AUTHORIZES THE
COLLATERAL AGENT TO FILE A RECORD OR RECORDS, INCLUDING, WITHOUT LIMITATION,
FINANCING OR CONTINUATION STATEMENTS, INTELLECTUAL PROPERTY SECURITY AGREEMENTS
AND AMENDMENTS TO ANY OF THE FOREGOING, IN ANY JURISDICTIONS AND WITH ANY FILING
OFFICES AS THE COLLATERAL AGENT MAY REASONABLY DETERMINE ARE NECESSARY TO
PERFECT THE SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT HEREIN.
SUCH
FINANCING STATEMENTS MAY DESCRIBE THE COLLATERAL IN THE SAME MANNER AS DESCRIBED
HEREIN OR MAY CONTAIN AN INDICATION OR DESCRIPTION OF COLLATERAL THAT DESCRIBES
SUCH PROPERTY IN ANY OTHER MANNER AS THE COLLATERAL AGENT MAY REASONABLY
DETERMINE IS NECESSARY TO ENSURE THE PERFECTION OF THE SECURITY INTEREST IN THE
COLLATERAL GRANTED TO THE COLLATERAL AGENT HEREIN, INCLUDING, WITHOUT
LIMITATION, DESCRIBING SUCH PROPERTY AS "ALL ASSETS, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED" OR WORDS OF SIMILAR EFFECT.
EACH GRANTOR SHALL FURNISH TO
THE COLLATERAL AGENT FROM TIME TO TIME STATEMENTS AND SCHEDULES FURTHER
IDENTIFYING AND DESCRIBING THE COLLATERAL AND SUCH OTHER REPORTS IN CONNECTION
WITH THE COLLATERAL AS THE COLLATERAL AGENT MAY REASONABLY REQUEST, ALL IN
REASONABLE DETAIL.
(C)
EACH GRANTOR HEREBY AUTHORIZES THE
COLLATERAL AGENT TO MODIFY THIS AGREEMENT AFTER OBTAINING SUCH GRANTOR'S
APPROVAL OF AND SIGNATURE TO