Common use of Covenants Regarding Intellectual Property Clause in Contracts

Covenants Regarding Intellectual Property. (a) The Grantor shall notify the Agent immediately if it knows that any application or registration relating to any Copyright, Patent or Trademark which is material to the conduct of the Grantor's business may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, or any court) regarding the Grantor's ownership or license of any Copyright, Patent or Trademark which is material to the conduct of the Grantor's business, its right to register the same, or to keep and maintain the same. (b) The Grantor shall take all commercially reasonable steps necessary to prevent any misuse, infringement, misappropriation, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual Property, whether owned or licensed. The Grantor's efforts pursuant to this SECTION 5.15 shall include, but not be limited to: (i) establishing prudent security measures and procedures governing access to, and use of, property protected by Copyrights, Trademarks or Patents or of Intellectual Property owned or licensed by the Grantor or developed by any Person on behalf of the Grantor; (ii) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in the Grantor's industry for the protection of Intellectual Property; and (iii) vigorous enforcement of the Grantor's rights in any Intellectual Property. (c) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, any Copyright with 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 Agent and, upon request of the Agent, executes and delivers any and all agreements, instruments, documents, and papers as the Agent may reasonably request to evidence the Agent's security interest in such Copyright, Patent or Trademark, including, with respect to Trademarks, the goodwill of the Grantor, relating thereto or represented thereby. (d) The Grantor shall take all necessary action to maintain and pursue each application (and to obtain the relevant registration) and to maintain the registration of each of the Copyrights, Patents and Trademarks which is material to the conduct of the Grantor's business, including, without limitation, the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (e) In the event that any Copyright, Patent or Trademark is infringed, misappropriated or diluted by a third party, the Grantor shall notify the Agent promptly after the Grantor learns thereof and shall, unless the Grantor shall reasonably determine that such Copyright, Patent or Trademark is not material to the conduct of the Grantor's business, promptly sue xxx infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution and take such other actions as the Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or Trademark.

Covenants Regarding Intellectual Property. (a) The Grantor shall notify the Agent immediately Bank promptly if it Grantor knows or has reason to know that any application or registration relating to any Copyright, Patent or Trademark which is material to the conduct of the Grantor's business may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, or any court) regarding the Grantor's ownership or license of any Copyright, Patent or Trademark which is material to the conduct of the Grantor's business, its right to register the same, or to keep and maintain the same. (b) The Grantor shall take all commercially reasonable steps steps, consistent with prudent business practice, necessary to prevent any misuse, infringement, invalidation, misappropriation, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual PropertyProperty material to Grantor's business, whether owned or licensed. The Grantor's efforts pursuant to this SECTION 5.15 Section 6.4 shall include, but not be limited to: (i) establishing reasonable and prudent security measures and procedures governing access to, and use of, property protected by Copyrights, Trademarks or Patents or of Intellectual Property owned or licensed by the Grantor or developed by any Person on behalf of the Grantor; (ii) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in the Grantor's industry for the protection of Intellectual Property; and (iii) vigorous enforcement of the Grantor's rights in any Intellectual Property. (c) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, any Copyright with the United States Copyright Office, or any similar office or agency in any other country or any political subdivision thereof unless it promptly promptly, and in any event within thirty (30) Business Days, informs the Agent Bank and, upon request of the AgentBank, executes and delivers any and all agreements, instruments, documents, and papers as the Agent Bank may reasonably request to evidence the AgentBank's security interest in such Copyright, Patent or Trademark, including, without limitation, with respect to Trademarks, the goodwill of the Grantor, relating thereto or represented thereby. (d) The Grantor shall take all necessary action shall, (i) promptly make application to maintain and pursue each application (and to obtain the relevant registration) and to maintain the registration register any copyrightable or patentable property or trade name or trademark of each of the Copyrights, Patents and Trademarks Grantor which is material to the conduct of the Grantor's business, including, without limitation, including the filing most recent version of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (e) In the event that any Copyright, Patent or Trademark is infringed, misappropriated or diluted by a third party, the Grantor shall notify the Agent promptly after the Grantor learns thereof and shall, unless the Grantor shall reasonably determine that such Copyright, Patent or Trademark is not material to the conduct of the Grantor's businessexisting Copyrights, promptly sue xxx infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution and take such other actions as the Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or Trademark.if not so

Covenants Regarding Intellectual Property. (ai) The Such Grantor shall notify the Collateral Agent immediately promptly if (A) it knows or has reason to know that any application or registration relating to any Copyright, Patent or Trademark of such Grantor which is material to the conduct of the such Grantor's ’s business may become abandoned, (B) if a terminal disclaimer is filed with respect to any Patent in the United States Patent and Trademark Office, or (C) of any other adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, or any court) regarding the such Grantor's ’s ownership or license of any Copyright, Patent or Trademark which is material to the conduct of the such Grantor's ’s business, its right to register the same, or to keep and maintain the same. (bii) The Such Grantor shall take all commercially reasonable steps necessary (if any be required) to prevent any misuse, infringement, invalidation, misappropriation, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual Property, whether owned or licensed. The Such Grantor's ’s efforts pursuant to this SECTION 5.15 Section 5(m) shall include, but not be limited to: (iA) establishing prudent security measures and procedures governing access to, and use of, property protected by such Copyrights, Trademarks or Patents or of such Intellectual Property owned or licensed by the such Grantor or developed by any Person on behalf of the such Grantor; (iiB) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in the such Grantor's ’s industry for the protection of such Intellectual Property; and (iiiC) vigorous enforcement of the such Grantor's ’s rights in any such Intellectual Property. (ciii) In no event shall the such Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, any Copyright with 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 Collateral Agent and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents, and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s security interest in such Copyright, Patent or Trademark, including, with respect to Trademarks, the goodwill of the such Grantor, relating thereto or represented thereby. (div) The Such Grantor shall take all reasonable and necessary action to maintain and pursue each application (and to obtain the relevant registration) and to maintain the registration of each of the Copyrights, Patents and Trademarks of such Grantor which is material to the conduct of the such Grantor's ’s business, including, without limitation, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (ev) In the event that any Copyright, Patent or Trademark of such Grantor is infringed, misappropriated or diluted by a third party, the such Grantor shall notify the Collateral Agent promptly after the such Grantor learns thereof and shall, unless the such Grantor shall reasonably determine that such Copyright, Patent or Trademark is not material to the conduct of the such Grantor's ’s business, promptly sue xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution and or take such other actions as the such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or Trademark. (vi) Such Grantor covenants and agrees that in the event any Patent is or becomes subject to a terminal disclaimer, the security interest granted in this Agreement shall extend to the Patent necessitating the disclaimer and such Patent shall not be sold, transferred or otherwise alienated without the prior written consent of the Collateral Agent.

Covenants Regarding Intellectual Property. (ai) The Such Grantor shall notify the Agent Lender immediately if it knows or has reason to know (A) that any application or registration relating to any Copyrightof its Licenses, Patent Patents, Trademarks or Trademark which is material to the conduct of the Grantor's business Copyrights may become abandonedabandoned or dedicated, or (B) of any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, Office or any court) regarding the such Grantor's ownership or license of any such License, Patent, Trademark or Copyright, Patent or Trademark which is material to the conduct of the Grantor's business, its right to register the same, or to keep and maintain the same. (b) The Grantor shall take all commercially reasonable steps necessary to prevent any misuse, infringement, misappropriation, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual Property, whether owned or licensed. The Grantor's efforts pursuant to this SECTION 5.15 shall include, but not be limited to: (i) establishing prudent security measures and procedures governing access to, and use of, property protected by Copyrights, Trademarks or Patents or of Intellectual Property owned or licensed by the Grantor or developed by any Person on behalf of the Grantor; (ii) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in the Grantor's industry for the protection of Intellectual Property; and (iii) vigorous enforcement of the Grantor's rights in any Intellectual Property. (c) In no event shall the such Grantor, either itself directly or through any agent, employee, licensee or designee, file an application for the registration of any Patent Patent, Trademark or Trademark Copyright with the United States Patent and Trademark Office, any Copyright with the United States Copyright Office, Office or any similar office or agency in any other country or any political subdivision thereof unless it promptly informs the Agent without giving Lender prior written notice thereof, and, upon request of the AgentLender, executes such Grantor shall execute and delivers deliver any and all agreementssecurity documents as Lender may request, instrumentsincluding the Patent, documentsTrademark and Copyright Security Agreement, to evidence Lender's Lien on such Patent, Trademark or Copyright, and papers as the Agent may reasonably request to evidence the Agent's security interest in General Intangibles of such Copyright, Patent or Trademark, including, with respect to Trademarks, the goodwill of the Grantor, Grantor relating thereto or represented thereby. (diii) The Such Grantor shall take all actions deemed necessary action by such Grantor or requested by Lender to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain the registration of each of the Patents, Trademarks and Copyrights, Patents and Trademarks which is material to the conduct of the Grantor's business, including, without limitation, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (eiv) In the event that any Copyrightof such Grantor's Intellectual Property is infringed upon, Patent or Trademark is infringed, misappropriated or diluted by a third party, the such Grantor shall notify the Agent Lender promptly after the such Grantor learns thereof and thereof. Such Grantor shall, unless the such Grantor shall reasonably determine that such Copyright, Patent or Trademark Intellectual Property is not in no way material to the conduct of the Grantor's businessits business or operations, promptly sue xxx infringementfor, misappropriation or dilution and to recover seek recovery of any and all damages for resulting from, such infringement, misappropriation or dilution dilution, and shall take such other actions as the Grantor Lender shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or TrademarkIntellectual Property.

Covenants Regarding Intellectual Property. (a) The Grantor shall notify the Agent immediately promptly if it knows or has reason to know that any application or registration relating to any Copyright, Patent or Trademark which is material to the conduct of the Grantor's business may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Copyright Office, United States Patent and Trademark Office, the United States Copyright Office, Office or any court) regarding the Grantor's ownership or license of any Copyright, Patent or Trademark which is material to the conduct of the Grantor's business, its right to register the same, or to keep and maintain the same. (b) The Grantor shall take all commercially reasonable steps necessary to prevent any misuse, infringement, misappropriation, unauthorized use or abandonment of its Copyrights, Patents, Trademarks Trademarks, or other Intellectual Property, whether owned or licensedProperty where a lack of such protection would have a Material Adverse Effect. The Grantor's efforts pursuant to this SECTION 5.15 section shall include, but not be limited to: (i) establishing prudent security measures and procedures governing access to, and use of, property protected by Copyrights, Trademarks or Patents or of Intellectual Property owned or licensed by the Grantor or developed by any Person on behalf of the Grantor; (ii) establishing and maintaining in force any agreements with employees and consultants consultants, or any written terms of employment, as are customarily used in the Grantor's industry for the protection of Intellectual Property; and (iii) vigorous enforcement of the Grantor's rights in any Intellectual Property. (c) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Copyright with the United States Copyright Office or Patent or Trademark with the United States Patent and Trademark Office, any Copyright with the United States Copyright Office, Office or any similar office or agency in any other country or any political subdivision thereof unless it promptly informs the Agent and, upon request of the Agent, executes and delivers any and all agreements, instruments, documents, and papers as the Agent reasonably may reasonably request to evidence the Agent's security interest in such Copyright, Patent or Trademark, including, without limitation, with respect to Trademarks, the goodwill of the Grantor, relating thereto or represented thereby. (d) The Grantor shall (i) promptly make application to register any copyrightable or patentable property or trade name or Trademark of Grantor which is material to Grantor's business, including the most recent version of Grantor's existing Copyrights, if not so already registered; and (ii) take all necessary action to maintain and pursue each such application (and to obtain the relevant registration) and to maintain the registration of each of the Copyrights, Patents and Trademarks which is material to the conduct of the Grantor's business, including, without limitation, the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (e) In the event that any Copyright, Patent or Trademark is infringed, misappropriated or diluted by a third party, the Grantor shall notify the Agent promptly after the Grantor learns thereof and shall, unless the Grantor shall reasonably determine that such Copyright, Patent or Trademark is not material to the conduct of the Grantor's business, promptly sue xxx infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution and take such other actions as the Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or Trademark.,

Covenants Regarding Intellectual Property. (a) The Grantor shall notify the Agent immediately Bank promptly if it Grantor knows or has reason to know that any application or registration relating to any Copyright, Patent or Trademark which is material to the conduct of the such Grantor's business may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, or any court) regarding the Grantor's ownership or license of any Copyright, Patent or Trademark which is material to the conduct of the Grantor's business, its right to register the same, or to keep and maintain the same. (b) The Grantor shall take all commercially reasonable steps steps, consistent with prudent business practice, necessary to prevent any misuse, infringement, invalidation, misappropriation, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual PropertyProperty material to Grantor's business, whether owned or licensed. The Grantor's efforts pursuant to this SECTION 5.15 Section 6.5 shall include, but not be limited to: (i) establishing prudent security measures and procedures governing access to, and use of, property protected by Copyrights, Trademarks or Patents or of Intellectual Property owned or licensed by the Grantor or developed by any Person on behalf of the Grantor; (ii) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in the Grantor's industry for the protection of Intellectual Property; and (iii) vigorous enforcement of the Grantor's rights in any Intellectual Property. (c) In no event shall the Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, any Copyright with the United States Copyright Office, or any similar office or agency in any other country or any political subdivision thereof unless it promptly promptly, and in any event within thirty (30) Business Days, informs the Agent Bank and, upon request of the AgentBank, executes and delivers any and all agreements, instruments, documents, and papers as the Agent Bank may reasonably request to evidence the AgentBank's security interest in such Copyright, Patent or Trademark, including, without limitation, with respect to Trademarks, the goodwill of the Grantor, relating thereto or represented thereby. (d) The Grantor shall shall, (i) promptly make application to register any copyrightable or patentable property or trade name or trademark of Grantor which is material to Grantor's business, including the most recent version of Grantor's existing Copyrights, if not so already registered; and (ii) take all necessary action to maintain and pursue each such application (and to obtain the relevant registration) and to maintain the registration of each of the Copyrights, Patents and Trademarks which is material to the conduct of the Grantor's business, including, without limitation, the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (e) In the event that any Copyright, Patent or Trademark is infringed, misappropriated or diluted by a third party, the Grantor shall notify the Agent Bank promptly after the Grantor learns thereof and shall, unless the Grantor shall reasonably determine that such Copyright, Patent or Trademark is not material to the conduct of the Grantor's business, promptly sue xxx infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution and take such other actions as the Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or Trademark.

Covenants Regarding Intellectual Property. (ai) The Such Grantor shall notify the Collateral Agent immediately promptly if (A) it knows or has reason to know that any application or registration relating to any Copyright, Patent or Trademark of such Grantor which is material to the conduct of the such Grantor's ’s business may become abandoned, (B) if a terminal disclaimer is filed with respect to any Patent in the United States Patent and Trademark Office, or (C) of any other adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, or any court) regarding the such Grantor's ’s ownership or license of any Copyright, Patent or Trademark which is material to the conduct of the such Grantor's ’s business, its right to register the same, or to keep and maintain the same. (bii) The Such Grantor shall take all commercially reasonable steps necessary (if any be required) to prevent any misuse, infringement, invalidation, misappropriation, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual Property, whether owned or licensed. The Such Grantor's ’s efforts pursuant to this SECTION 5.15 Section 5(m) shall include, but not be limited to: (iA) establishing prudent security measures and procedures governing access to, and use of, property protected by such Copyrights, Trademarks or Patents or of such Intellectual Property owned or licensed by the such Grantor or developed by any Person on behalf of the such Grantor; (iiB) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in the such Grantor's ’s industry for the protection of such Intellectual Property; and (iiiC) vigorous enforcement of the such Grantor's ’s rights in any such Intellectual Property. (ciii) In no event shall the such Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, any Copyright with 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 Collateral Agent and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents, and papers as the Agent may be reasonably request necessary to evidence the Collateral Agent's ’s security interest in such Copyright, Patent or Trademark, including, with respect to Trademarks, the goodwill of the such Grantor, relating thereto or represented thereby. (div) The Such Grantor shall take all reasonable and necessary action to maintain and pursue each application (and to obtain the relevant registration) and to maintain the registration of each of the Copyrights, Patents and Trademarks of such Grantor which is material to the conduct of the such Grantor's ’s business, including, without limitation, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (ev) In the event that any Copyright, Patent or Trademark of such Grantor is infringed, misappropriated or diluted by a third party, the such Grantor shall notify the Collateral Agent promptly after the such Grantor learns thereof and shall, unless the such Grantor shall reasonably determine that such Copyright, Patent or Trademark is not material to the conduct of the such Grantor's ’s business, promptly sue xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution and or take such other actions as the such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or Trademark. (vi) Such Grantor covenants and agrees that in the event any Patent is or becomes subject to a terminal disclaimer, the security interest granted in this Agreement shall extend to the Patent necessitating the disclaimer and such Patent shall not be sold, transferred or otherwise alienated without the prior written consent of the Collateral Agent.

Covenants Regarding Intellectual Property. (a) The Each Grantor shall notify the Agent immediately if agrees that it knows will not, nor will it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that any application or registration relating to any Copyright, Patent or Trademark which is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark owned by or licensed to such Grantor (to the extent the license agreement governing the use of such Trademark permits) that is material to the conduct of such Grantor's ’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark to the extent necessary to maintain the enforceability and validity of such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary to maintain the enforceability and validity of such Trademark and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor shall notify the Collateral Agent immediately if it knows or has reason to know that any material Patent, Trademark or Copyright material to the business of the Grantors, may become abandoned, cancelled or dedicated to the public, or of any proceeding or any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office, Office or any courtcourt or similar office of any country) regarding the such Grantor's ’s ownership or license of any material Patent, Trademark or Copyright, Patent or Trademark which is material to the conduct of the Grantor's business, its right to register the same, or to keep and maintain the same. (b) The Grantor shall take all commercially reasonable steps necessary to prevent any misuse, infringement, misappropriation, unauthorized use or abandonment of its Copyrights, Patents, Trademarks or other Intellectual Property, whether owned or licensed. The Grantor's efforts pursuant to this SECTION 5.15 shall include, but not be limited to: (i) establishing prudent security measures and procedures governing access to, and use of, property protected by Copyrights, Trademarks or Patents or of Intellectual Property owned or licensed by the Grantor or developed by any Person on behalf of the Grantor; (ii) establishing and maintaining in force any agreements with employees and consultants or any written terms of employment, as are customarily used in the Grantor's industry for the protection of Intellectual Property; and (iii) vigorous enforcement of the Grantor's rights in any Intellectual Property. (cd) In no event shall the any Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent Patent, Trademark or Trademark Copyright with the United States Patent and Trademark Office, United States Copyright Office or any Copyright with office or agency in any political subdivision of the United States Copyright Office, or any similar office or agency in any other country or any political subdivision thereof thereof, or file a statement of use or an affidavit of use with respect to an intent-to-use trademark applications unless it promptly informs the Agent Collateral Agent, and, upon request of the Collateral Agent, executes and delivers an U.S. Intellectual Property Security Agreement Supplement and any and all other agreements, instruments, documents, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s security interest in such Patent, Trademark or Copyright, Patent or Trademarkand each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, includingall lawful acts of such attorney pursuant to such power being hereby ratified and confirmed; such power, being coupled with respect to Trademarksan interest, is irrevocable for the goodwill term of the Grantor, relating thereto or represented therebythis Agreement. (de) The Each Grantor shall will take all necessary action steps that are consistent with the practice 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 or in any other country or any political subdivision thereof, 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 the each issued Patent and each registration of each of the Copyrights, Patents Trademarks and Trademarks which Copyrights that is material to the conduct of the any Grantor's ’s business, including, without limitation, the filing including timely filings of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interferece and interference and cancellation proceedingscancelation proceedings against third parties. (ef) In the event that any CopyrightGrantor has reason to believe that any Collateral consisting of a Patent, Patent Trademark or Trademark is Copyright material to the conduct of any Grantor’s business has been infringed, misappropriated or diluted by a third partyparty in any material respect, the such Grantor promptly shall notify the Collateral Agent promptly after the Grantor learns thereof and shall, unless the Grantor shall reasonably determine that such Copyright, Patent or Trademark is not material to the conduct of the Grantor's businessif consistent with good business judgment, promptly sue xxx infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution and take such other actions as the Grantor shall reasonably deem are appropriate under the circumstances to protect such CopyrightCollateral. (g) Upon the occurrence and during the continuance of an Event of Default, at the request of the Collateral Agent, each Grantor shall use commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or TrademarkTrademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee. (h) Prior to the Closing Date, the Collateral Agent shall have received a complete list of all United States Trademark registrations and applications for registration of each Grantor.