OCCURRENCE, AND SHALL EXECUTE AND
DELIVER ANY AND ALL AGREEMENTS, INSTRUMENTS, DOCUMENTS AND PAPERS AS THE
COLLATERAL AGENT MAY REASONABLY REQUEST TO EVIDENCE THE COLLATERAL AGENT'S
SECURITY INTEREST IN SUCH PATENT, TRADEMARK OR COPYRIGHT OR APPLICATION
THEREFOR, AND EACH GRANTOR HEREBY APPOINTS THE COLLATERAL AGENT AS ITS
ATTORNEY-IN-FACT TO EXECUTE AND FILE SUCH WRITINGS SOLELY FOR THE FOREGOING
PURPOSES, ALL ACTS OF SUCH ATTORNEY BEING HEREBY RATIFIED AND CONFIRMED; SUCH
POWER, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE UNTIL THIS AGREEMENT IS
TERMINATED.
(F)
EACH GRANTOR WILL TAKE ALL NECESSARY
STEPS THAT ARE CONSISTENT WITH ITS REASONABLE BUSINESS JUDGMENT IN ANY
PROCEEDING BEFORE THE UNITED STATES PATENT AND TRADEMARK OFFICE, UNITED STATES
COPYRIGHT OFFICE OR ANY OFFICE OR AGENCY IN ANY POLITICAL SUBDIVISION OF THE
UNITED STATES TO MAINTAIN AND PURSUE EACH MATERIAL APPLICATION RELATING TO THE
PATENTS, TRADEMARKS AND/OR COPYRIGHTS (AND TO OBTAIN THE RELEVANT GRANT OR
REGISTRATION) AND TO MAINTAIN EACH ISSUED PATENT AND EACH REGISTRATION OF THE
TRADEMARKS OR COPYRIGHTS THAT IS MATERIAL TO THE CONDUCT OF ANY GRANTOR'S
BUSINESS, INCLUDING TIMELY FILINGS OF APPLICATIONS FOR RENEWAL, AFFIDAVITS OF
USE, AFFIDAVITS OF INCONTESTABILITY AND PAYMENT OF MAINTENANCE FEES, AND, IF
CONSISTENT WITH ITS REASONABLE BUSINESS JUDGMENT, TO INITIATE OPPOSITION,
INTERFERENCE AND CANCELLATION PROCEEDINGS AGAINST THIRD PARTIES.
(G)
IN THE EVENT THAT ANY GRANTOR HAS REASON TO
BELIEVE THAT ANY COLLATERAL CONSISTING OF A PATENT, TRADEMARK OR COPYRIGHT WHICH
IS MATERIAL TO ITS BUSINESS HAS BEEN OR IS ABOUT TO BE INFRINGED,
MISAPPROPRIATED OR DILUTED BY A THIRD PARTY, SUCH GRANTOR PROMPTLY SHALL NOTIFY
THE
15
COLLATERAL AGENT AND SHALL, IF CONSISTENT WITH ITS REASONABLE BUSINESS JUDGMENT,
PROMPTLY SUE FOR INFRINGEMENT, MISAPPROPRIATION OR DILUTION AND TO RECOVER ANY
AND ALL DAMAGES FOR SUCH INFRINGEMENT, MISAPPROPRIATION OR DILUTION, AND TAKE
SUCH OTHER ACTIONS AS ARE APPROPRIATE UNDER THE CIRCUMSTANCES TO PROTECT SUCH
COLLATERAL.
(H)
TO EACH GRANTOR'S KNOWLEDGE, ON AND AS OF
THE DATE HEREOF, SUCH GRANTOR IS NOT INFRINGING UPON ANY PATENT, TRADEMARK OR
COPYRIGHT OF ANY OTHER PERSON OTHER THAN SUCH INFRINGEMENT THAT, INDIVIDUALLY OR
IN THE AGGREGATE, WOULD NOT (OR WOULD NOT REASONABLY BE EXPECTED TO) RESULT IN A
MATERIAL ADVERSE EFFECT AND NO PROCEEDINGS HAVE BEEN INSTITUTED OR ARE PENDING
AGAINST SUCH GRANTOR OR, TO SUCH GRANTOR'S KNOWLEDGE, THREATENED, AND NO CLAIM
AGAINST SUCH GRANTOR HAS BEEN RECEIVED BY SUCH GRANTOR, ALLEGING ANY SUCH
VIOLATION.
(I)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT (BUT SUBJECT TO THE FINANCING ORDERS), EACH
GRANTOR SHALL UPON THE WRITTEN REQUEST OF THE COLLATERAL AGENT USE ITS
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL REQUISITE CONSENTS OR APPROVALS BY
THE LICENSOR OF EACH COPYRIGHT LICENSE, PATENT LICENSE OR TRADEMARK LICENSE TO
EFFECT THE ASSIGNMENT OF ALL OF SUCH GRANTOR'S RIGHT, TITLE AND INTEREST
THEREUNDER TO THE COLLATERAL AGENT OR ITS DESIGNEE.
(J)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT, EACH GRANTOR SHALL, UPON THE
WRITTEN REQUEST OF THE COLLATERAL AGENT, PROVIDE A LIST TO THE COLLATERAL AGENT
OF