LIMITATION, MAINTAINING THE QUALITY OF ANY AND ALL PRODUCTS OR SERVICES
USED OR PROVIDED IN CONNECTION WITH ANY OF THE TRADEMARKS, CONSISTENT WITH THE
QUALITY OF THE PRODUCTS AND SERVICES AS OF THE DATE HEREOF, AND TAKING ALL STEPS
NECESSARY TO ENSURE THAT ALL LICENSED USERS OF ANY OF THE TRADEMARKS USE SUCH
CONSISTENT STANDARDS OF QUALITY.
(F)
EACH GRANTOR AGREES THAT, SHOULD IT OBTAIN AN OWNERSHIP
INTEREST IN ANY ITEM OF THE TYPE SET FORTH IN SECTION 1(G) THAT IS NOT ON THE
DATE HEREOF A PART OF THE INTELLECTUAL PROPERTY COLLATERAL ("AFTER-ACQUIRED
INTELLECTUAL PROPERTY"), THEN (I) THE PROVISIONS OF THIS SECURITY AGREEMENT
SHALL AUTOMATICALLY APPLY THERETO, (II) ANY SUCH AFTER-ACQUIRED INTELLECTUAL
PROPERTY AND, IN THE CASE OF TRADEMARKS, THE GOODWILL SYMBOLIZED THEREBY, SHALL
AUTOMATICALLY BECOME PART OF THE INTELLECTUAL PROPERTY COLLATERAL SUBJECT TO THE
TERMS AND CONDITIONS OF THIS SECURITY AGREEMENT WITH RESPECT THERETO AND
(III) SUCH GRANTOR SHALL GIVE PROMPT WRITTEN NOTICE TO THE COLLATERAL AGENT
IDENTIFYING ANY MATERIAL AFTER-ACQUIRED INTELLECTUAL PROPERTY, AND, IF REQUESTED
BY THE COLLATERAL AGENT, SUCH GRANTOR SHALL EXECUTE OR OTHERWISE AUTHENTICATE AN
AGREEMENT, IN SUBSTANTIALLY THE FORM SET FORTH IN EXHIBIT A HERETO (AN
"INTELLECTUAL PROPERTY SECURITY AGREEMENT"), FOR RECORDING THE SECURITY INTEREST
GRANTED HEREUNDER TO THE COLLATERAL AGENT IN SUCH INTELLECTUAL PROPERTY
COLLATERAL WITH THE U.S. PATENT AND TRADEMARK OFFICE, THE U.S. COPYRIGHT OFFICE
AND ANY OTHER GOVERNMENTAL AUTHORITIES NECESSARY TO PERFECT THE SECURITY
INTEREST HEREUNDER IN SUCH INTELLECTUAL PROPERTY COLLATERAL.
SECTION 12.
AS TO LETTER-OF-CREDIT RIGHTS.
(A)
EACH GRANTOR, BY GRANTING A SECURITY INTEREST IN ITS
RECEIVABLES CONSISTING OF LETTER-OF-CREDIT RIGHTS TO THE COLLATERAL AGENT,
INTENDS TO (AND HEREBY DOES) ASSIGN TO THE COLLATERAL AGENT ITS RIGHTS
(INCLUDING ITS CONTINGENT RIGHTS) TO THE PROCEEDS OF ALL RELATED CONTRACTS
CONSISTING OF LETTERS OF CREDIT OF WHICH IT IS OR HEREAFTER BECOMES A
BENEFICIARY OR ASSIGNEE.
EACH GRANTOR WILL PROMPTLY CAUSE THE ISSUER OF EACH
LETTER OF CREDIT AND EACH NOMINATED PERSON (IF ANY) WITH RESPECT THERETO TO
CONSENT TO SUCH ASSIGNMENT OF THE PROCEEDS THEREOF PURSUANT TO A CONSENT IN FORM
AND SUBSTANCE SATISFACTORY TO THE COLLATERAL AGENT AND DELIVER WRITTEN EVIDENCE
OF SUCH CONSENT TO THE COLLATERAL AGENT.
(B)
UPON THE OCCURRENCE OF AND DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT, EACH GRANTOR WILL, PROMPTLY UPON REQUEST BY THE COLLATERAL AGENT,
(I) NOTIFY (AND SUCH GRANTOR HEREBY AUTHORIZES THE COLLATERAL AGENT TO NOTIFY)
THE ISSUER AND EACH NOMINATED PERSON WITH RESPECT TO EACH OF THE RELATED
CONTRACTS CONSISTING OF LETTERS OF CREDIT, IF ANY, THAT THE PROCEEDS THEREOF
HAVE BEEN ASSIGNED TO THE COLLATERAL AGENT HEREUNDER AND ANY PAYMENTS DUE OR TO
BECOME DUE IN RESPECT THEREOF ARE TO BE MADE DIRECTLY TO THE COLLATERAL AGENT OR
ITS DESIGNEE AND (II) ARRANGE FOR THE COLLATERAL AGENT TO BECOME THE TRANSFEREE
BENEFICIARY OF LETTER OF CREDIT.
SECTION 13.
COMMERCIAL TORT CLAIMS.
Each Grantor will promptly give notice to the Collateral Agent of any material
commercial tort claim that may arise after the date hereof and will immediately
execute or otherwise