Common use of As to Intellectual Property Collateral Clause in Contracts

As to Intellectual Property Collateral. Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor: (a) in no event will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Lender, and upon request of the Lender (subject to the terms of the Note and the Intercreditor Agreement), executes and delivers all agreements, instruments and documents as the Lender may reasonably request to evidence the Lender’s security interest in such Intellectual Property Collateral; (b) following the obtaining of an interest in any material Intellectual Property, such Grantor shall deliver a supplement to Schedule II identifying such new Intellectual Property; and (c) following the obtaining of an interest in any material Intellectual Property by such Grantor or, following the occurrence and during the continuance of an Event of Default, upon the request of the Lender, subject to the terms of the Intercreditor Agreement, Grantor shall deliver all agreements, instruments and documents the Lender may reasonably request to evidence the Lender’s security interest in such Intellectual Property Collateral and as may otherwise be required to acknowledge or register or perfect the Lender’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor: (a) in no event will such Grantor Grantors shall not perform or fail to perform any of its agents, employees, designees or licensees file an application for the registration of act whereby any material Owned Intellectual Property Collateral with may lapse or become abandoned or dedicated to the United States Patent and Trademark Office, the United States Copyright Office public or any similar office or agency in any other country or any political subdivision thereofunenforceable, unless it promptly informs such Grantor (A) reasonably and in good faith determines that the Lender, and upon request of the Lender (subject relevant Owned Intellectual Property Collateral is no longer material to the terms Grantor’s business as it is then currently conducted, or (B) reasonably and in good faith determines that the maintenance of the Note and the Intercreditor Agreement), executes and delivers all agreements, instruments and documents as the Lender may reasonably request to evidence the Lender’s security interest in such Owned Intellectual Property Collateral;Collateral would be commercially impracticable. (b) following On the obtaining date of an this Agreement, each Grantor has delivered to the Administrative Agent a duly executed Patent Security Agreement, Trademark Security Agreement or Copyright Security Interest in the form of Exhibit A, Exhibit B or Exhibit C, as applicable (collectively, the “IP Agreements”), with respect to all Intellectual Property constituting Collateral. Concurrently with any supplement to Schedule IV, in the event that any Grantor has filed any new application to register any Intellectual Property, or has obtained any ownership interest in any material Intellectual Property, in each case, since the most recent date on which such financial statements were delivered, each Grantor hereby authorizes the Administrative Agent to modify this Agreement or the IP Agreements after obtaining such Grantor’s written approval of or signature to such modification by amending Schedule IV (as such schedule may be amended or supplemented from time to time) or such IP Agreements to include reference to such new application, registration or ownership interest, and each Grantor that has not executed an applicable IP Agreement shall deliver to the Administrative Agent a duly executed IP Agreement with respect to such new application, registration or ownership interest. In each case such Grantor shall execute and deliver a supplement to Schedule II identifying such new Intellectual Property; and (c) following the obtaining of an interest in any material Intellectual Property by such Grantor or, following the occurrence and during the continuance of an Event of Default, upon the request of the Lender, subject to the terms of the Intercreditor Agreement, Grantor shall deliver all agreements, instruments and documents the Lender may reasonably request to evidence the Lender’s security interest in such Intellectual Property Collateral and as may otherwise be Administrative Agent any other document required to acknowledge or register register, record or perfect the LenderAdministrative Agent’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith using its commercially reasonable business judgment (with the consent of the Administrative Agent) that any such Intellectual Property is not material and is of negligible economic value to such Grantor. (c) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office and the United States Copyright Office, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Owned Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes, unless (i) such Grantor shall reasonably and in good faith determine (x) that any of such Owned Intellectual Property Collateral is of negligible economic value to such GrantorGrantor and (y) that the loss of such Owned Intellectual Property Collateral would not have a Material Adverse Effect on the business, or (ii) such Grantor shall reasonably and in good faith determine that the maintenance of such Owned Intellectual Property Collateral would be commercially impracticable.

As to Intellectual Property Collateral. Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor: (a) in no event will such Grantor Grantors shall not perform or fail to perform any of its agents, employees, designees or licensees file an application for the registration of act whereby any material Owned Intellectual Property Collateral may lapse or become abandoned or dedicated to the public or unenforceable, unless such Grantor (A) reasonably and in good faith determines that the relevant Owned Intellectual Property Collateral is no longer material to the Grantor’s business as it is then currently conducted, or (B) reasonably and in good faith determines that the maintenance of such Owned Intellectual Property Collateral would be commercially impracticable. (b) Concurrently with the delivery of the financial statements described in Section 6.01(g) of the Credit Agreement (or 6.01(e) of the Credit Agreement in the case of the annual financial statements), in the event that any Grantor has filed any new application to register any Patent, Trademark or Copyright, or has obtained any ownership interest in any Patent, Trademark or Copyright, in each case, since the most recent date on which such financial statements were delivered, each Grantor shall deliver to the Administrative Agent a duly executed Patent Security Agreement, Trademark Security Agreement or Copyright Security Interest in the form of Exhibit A, Exhibit B or Exhibit C, as applicable, with respect to each such new registration or ownership interest. In each case such Grantor shall execute and deliver to the Administrative Agent any other document required to acknowledge or register, record or perfect the Administrative Agent’s interest in any part of such item of Intellectual Property unless such Grantor shall determine in good faith using its commercially reasonable business judgment (with the consent of the Administrative Agent) that any such Intellectual Property is not material and is of negligible economic value to such Grantor. (c) Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or and corresponding offices in other countries of the world, to maintain and pursue any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs application (and to obtain the Lenderrelevant registration) filed with respect to, and upon request of to maintain any registration of, the Lender (subject to the terms of the Note and the Intercreditor Agreement), executes and delivers all agreements, instruments and documents as the Lender may reasonably request to evidence the Lender’s security interest in such Owned Intellectual Property Collateral; , including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes, unless (bi) following the obtaining of an interest in any material Intellectual Property, such Grantor shall deliver a supplement to Schedule II identifying such new Intellectual Property; and (c) following the obtaining of an interest in any material Intellectual Property by such Grantor or, following the occurrence reasonably and during the continuance of an Event of Default, upon the request of the Lender, subject to the terms of the Intercreditor Agreement, Grantor shall deliver all agreements, instruments and documents the Lender may reasonably request to evidence the Lender’s security interest in such Intellectual Property Collateral and as may otherwise be required to acknowledge or register or perfect the Lender’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith determine (x) that any of such Owned Intellectual Property Collateral is of negligible economic value to such GrantorGrantor and (y) that the loss of such Owned Intellectual Property Collateral would not have a Material Adverse Effect on the business, or (ii) such Grantor shall reasonably and in good faith determine that the maintenance of such Owned Intellectual Property Collateral would be commercially impracticable.