UNITED
STATES, CANADA OR IN ANY OTHER COUNTRY OR ANY POLITICAL SUBDIVISION, PROVINCE OR
TERRITORY THEREOF OR ANY COPYRIGHT LICENSE FOR WHICH SUCH GRANTOR HAS BECOME THE
LICENSEE, IN EACH CASE, DURING SUCH FISCAL QUARTER, AND, UPON REQUEST OF THE
COLLATERAL AGENT, 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 ANY OF THE FOREGOING, AND EACH
GRANTOR HEREBY APPOINTS THE COLLATERAL AGENT AS ITS ATTORNEY-IN-FACT TO EXECUTE
AND FILE SUCH WRITINGS FOR THE FOREGOING PURPOSES, ALL ACTS OF SUCH ATTORNEY
BEING HEREBY RATIFIED AND CONFIRMED; SUCH POWER, BEING COUPLED WITH AN INTEREST,
IS IRREVOCABLE.
(F)
EACH GRANTOR WILL TAKE ALL NECESSARY STEPS THAT ARE CONSISTENT
WITH THE PRACTICE IN ANY PROCEEDING BEFORE THE UNITED STATES PATENT AND
TRADEMARK OFFICE, UNITED STATES COPYRIGHT OFFICE, THE CANADIAN INTELLECTUAL
PROPERTY OFFICE, THE CANADIAN INDUSTRIAL DESIGN OFFICE OR ANY OFFICE OR AGENCY
IN ANY POLITICAL SUBDIVISION OF THE UNITED STATES, CANADA OR IN ANY OTHER
COUNTRY OR ANY POLITICAL SUBDIVISION, PROVINCE OR TERRITORY THEREOF, TO MAINTAIN
AND PURSUE EACH APPLICATION RELATING TO MATERIAL TRADEMARKS AND EACH MATERIAL
APPLICATION RELATING TO THE PATENTS AND/OR COPYRIGHTS AND/OR INDUSTRIAL DESIGNS
(AND TO OBTAIN THE RELEVANT GRANT OR REGISTRATION) AND TO MAINTAIN EACH ISSUED
PATENT AND EACH REGISTRATION OF COPYRIGHTS AND/OR INDUSTRIAL DESIGNS THAT IS
MATERIAL TO THE CONDUCT OF ANY GRANTOR'S BUSINESS AND EACH REGISTRATION OF
MATERIAL TRADEMARKS, INCLUDING TIMELY FILINGS OF APPLICATIONS FOR RENEWAL,
AFFIDAVITS OF USE, AFFIDAVITS OF INCONTESTABILITY AND PAYMENT OF MAINTENANCE
FEES, AND, IF CONSISTENT WITH GOOD BUSINESS JUDGMENT, TO INITIATE OPPOSITION,
INTERFERENCE AND CANCELATION PROCEEDINGS AGAINST THIRD PARTIES.
(G)
IN THE EVENT THAT ANY GRANTOR HAS REASON TO BELIEVE THAT ANY
COLLATERAL CONSISTING OF A PATENT, INDUSTRIAL DESIGN OR COPYRIGHT MATERIAL TO
THE CONDUCT OF ANY GRANTOR'S BUSINESS OR A MATERIAL TRADEMARK HAS BEEN OR IS
LIKELY TO BE INFRINGED, MISAPPROPRIATED OR DILUTED BY A THIRD PARTY, SUCH
GRANTOR PROMPTLY SHALL NOTIFY THE COLLATERAL AGENT AND SHALL, IF CONSISTENT WITH
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.
EACH GRANTOR FURTHER AGREES
NOT TO ABANDON ANY MATERIAL TRADEMARK OR ANY PATENT, INDUSTRIAL DESIGN,
COPYRIGHT OR COPYRIGHT LICENSE THAT IN SUCH GRANTOR'S REASONABLE BUSINESS
JUDGMENT IS MATERIAL TO THE OPERATION OF SUCH GRANTOR'S BUSINESS WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT.
15
(H)
UPON AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH
GRANTOR SHALL USE ITS BEST EFFORTS TO OBTAIN ALL REQUISITE CONSENTS OR APPROVALS
BY THE LICENSOR OF EACH COPYRIGHT LICENSE, PATENT LICENSE, INDUSTRIAL DESIGN
LICENSE OR MATERIAL TRADEMARK LICENSE UNDER WHICH SUCH GRANTOR IS A LICENSEE TO
EFFECT THE ASSIGNMENT OF ALL SUCH GRANTOR'S RIGHT, TITLE AND INTEREST THEREUNDER
TO THE COLLATERAL AGENT OR ITS DESIGNEE.
(I)
WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, EACH
GRANTOR