Common use of Dealing With Intellectual Property Clause in Contracts

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense, (a) promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use any of the Material Intellectual Property Collateral, such Grantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (b) maintain and protect the Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment, (c) not permit to lapse or become abandoned any Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment, (d) upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or the Collateral Agent to dispose of such Material Intellectual Property Collateral, including a levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof, (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course of Business, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent, (f) diligently keep adequate records respecting its Material Intellectual Property Collateral, and (g) furnish to the Collateral Agent from time to time upon the Collateral Agent’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense,: (a) promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use any of the Material material Intellectual Property Collateral, such Grantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect,; (b) maintain and protect the Material material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment,Agreement; (c) not permit to lapse or become abandoned any Material material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan AgreementsAgreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and as shall be consistent with Grantors’ commercially reasonable business judgment,; (d) upon such Grantor obtaining actual knowledge after due inquiry thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or the Collateral Agent to dispose of such Material Intellectual Property Collateral, including a levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof,; (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course ordinary course of Businessbusiness, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent,; (f) diligently keep adequate records respecting its Material Intellectual Property Collateral, ; and (g) furnish to the Collateral Agent from time to time upon the Collateral Agent’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent may from time to time reasonably request, but no more frequently than once per calendar quarter.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense,: (a) promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use any of the Material material Intellectual Property Collateral, such Grantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect,; (b) maintain and protect the Material material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment,Indenture; (c) not permit to lapse or become abandoned any Material material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan AgreementsIndenture, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and as shall be consistent with Grantors’ commercially reasonable business judgment,; (d) upon such Grantor obtaining actual knowledge after due inquiry thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or the Collateral Agent to dispose of such Material Intellectual Property Collateral, including a levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof,; (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course ordinary course of Businessbusiness, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent,; (f) diligently keep adequate records respecting its Material Intellectual Property Collateral, ; and (g) furnish to the Collateral Agent from time to time upon the Collateral Agent’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent may from time to time reasonably request, but no more frequently than once per calendar quarter.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense,: (a) promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s 's claim of ownership in or right to use any of the Material material Intellectual Property Collateral, such Grantor’s 's right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect,; (b) maintain and protect the Material material Intellectual Property Collateral as presently used and operated and as contemplated by the New Notes or any other Loan Agreements, except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment,Documents; (c) not permit to lapse or become abandoned any Material material Intellectual Property Collateral as presently used and operated and as contemplated by the New Notes or any other Loan AgreementsDocuments, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and as shall be consistent with Grantors’ commercially reasonable business judgment,; (d) upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material Intellectual Property Collateral or any portion thereof that is material to the rights use and remedies operation of the Pledged Collateral Agent in relation thereto or Mortgaged Property or the ability of such Grantor or the Collateral Agent to dispose of such Material the Intellectual Property Collateral, Collateral or any portion thereof or the rights and remedies of the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof,; (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course of BusinessCollateral, or amend or permit the amendment of any of the existing licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair in the sole judgment of such Grantor, the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent,; (f) diligently keep adequate records respecting its Material material Intellectual Property Collateral, ; and (g) furnish to the Collateral Agent from time to time upon the Collateral Agent’s reasonable 's written request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense,: (a) promptly following its becoming aware thereof, notify the Collateral Agent Lender of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use any of the Material material Intellectual Property Collateral, such Grantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect,; (b) maintain and protect the Material Intellectual Property Collateral in compliance with, and except as presently used and operated and as contemplated by permitted under, the Loan Agreements, except in terms of the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment,Credit Agreement; (c) not permit to lapse or become abandoned any Material Intellectual Property Collateral in compliance with, and except as presently used and operated and as contemplated by permitted under, the Loan Agreementsterms of the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and as shall be consistent with Grantors’ commercially reasonable business judgment,terms of the Credit Agreement; (d) upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Agent Lender in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material any material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or the Collateral Agent Lender to dispose of such Material any material Intellectual Property CollateralCollateral or any portion thereof, or the rights and remedies of Lender in relation thereto including a levy or threat of levy or any legal process against the Material any material Intellectual Property Collateral or any portion thereof,; (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course ordinary course of Businessbusiness, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent,Lender; (f) diligently keep adequate records respecting its Material Intellectual Property Collateral, ; and (g) furnish to the Collateral Agent Lender from time to time upon the Collateral AgentLender’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent Lender may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense,: (a) promptly following its becoming aware thereof, notify the Collateral Agent of any materially adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s 's claim of ownership in or right to use any of the Material Intellectual Property Collateral, such Grantor’s 's right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect,; (b) maintain and protect the Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment,operated; (c) not permit to lapse or become abandoned any Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreementsoperated, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and as shall be consistent with Grantors’ commercially reasonable business judgment,; (d) upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or the Collateral Agent to dispose of such Material Intellectual Property Collateral, including a levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof,; (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course of BusinessCollateral, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the written consent of the Collateral Agent,; (f) diligently keep adequate records respecting its Material Intellectual Property Collateral, ; and (g) furnish to the Collateral Agent from time to time upon the Collateral Agent’s 's reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense,: (a) promptly following its becoming aware thereof, notify the Collateral Agent of any materially adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s 's claim of ownership in or right to use any of the Material Intellectual Property Collateral, such Grantor’s 's right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect,; (b) maintain and protect the Material material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment,Subscription Agreement; (c) not permit to lapse or become abandoned any Material material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreementsoperated, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and as shall be consistent with Grantors’ commercially reasonable business judgment,; (d) upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material material Intellectual Property Collateral, the ability of such Grantor or the Collateral Agent to dispose of the Intellectual Property Collateral or any portion thereof, or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or the Collateral Agent to dispose of such Material Intellectual Property Collateral, including a levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof,; (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course ordinary course of Businessbusiness, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could would materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent,; and (f) diligently keep adequate records respecting its Material Intellectual Property Collateral, and (g) furnish to the Collateral Agent from time to time upon the Collateral Agent’s 's reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense,: (a) promptly following its becoming aware thereof, notify the Collateral Agent Purchaser of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use any of the Material Intellectual Property Collateral, such Grantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect,; (b) maintain and protect the Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment,Purchase Agreement; (c) not permit to lapse or become abandoned any Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan AgreementsPurchase Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and as shall be consistent with Grantors’ commercially reasonable business judgment,; (d) upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Agent Purchaser in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material Intellectual Property Collateral, the ability of such Grantor or the Purchaser to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Collateral Agent Purchaser in relation thereto or the ability of such Grantor or the Collateral Agent to dispose of such Material Intellectual Property Collateral, including a levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof,; (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course ordinary course of Businessbusiness, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent,Purchaser; (f) diligently keep adequate records respecting its Material Intellectual Property Collateral, ; and (g) furnish to the Collateral Agent Purchaser from time to time upon the Collateral AgentPurchaser’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent Purchaser may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense,: (a) promptly following its becoming aware thereof, notify the Collateral Agent Lender of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use any of the Material Intellectual Property Collateral, such Grantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect,; (b) maintain and protect the Material Intellectual Property Collateral in compliance with, and except as presently used and operated and as contemplated by permitted under, the Loan Agreements, except in terms of the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment,Credit Agreement; (c) not permit to lapse or become abandoned any Material Intellectual Property Collateral in compliance with, and except as presently used and operated and as contemplated by permitted under, the Loan Agreementsterms of the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and as shall be consistent with Grantors’ commercially reasonable business judgment,terms of the Credit Agreement; (d) upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Agent Lender in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material any Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or the Collateral Agent Lender to dispose of such Material any Intellectual Property CollateralCollateral or any portion thereof, or the rights and remedies of Lender in relation thereto including a levy or threat of levy or any legal process against the Material any Intellectual Property Collateral or any portion thereof,; (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course ordinary course of Businessbusiness, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could would materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent,Lender; (f) diligently keep adequate records respecting its Material Intellectual Property Collateral, ; and (g) furnish to the Collateral Agent Lender from time to time upon the Collateral AgentLender’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent Lender may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense, : (a) promptly following its becoming aware thereof, notify the Collateral Agent Secured Party of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use any of the Material Intellectual Property Collateral, such Grantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, , (b) maintain and protect the Material material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreementsoperated, except in the Ordinary Course of Business and as shall be consistent with Grantors’ commercially reasonable business judgment, , (c) not permit to lapse or become abandoned any Material material Intellectual Property Collateral as presently used and operated and except as contemplated by the Loan Agreementsshall be consistent with commercially reasonable business judgment, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and as shall be consistent with Grantors’ commercially reasonable business judgment, , (d) upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Agent Secured Party in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or the Collateral Agent Secured Party to dispose of such Material the Intellectual Property Collateral, Collateral or any portion thereof or the rights and remedies of the Secured Party in relation thereto including a levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof, , (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course ordinary course of Businessbusiness, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right could reasonably be expected to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent, Secured Party, (f) diligently keep adequate records respecting its Material Intellectual Property Collateral, and Collateral and (g) furnish to the Collateral Agent Secured Party from time to time upon the Collateral AgentSecured Party’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent Secured Party may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Each Grantor shall, at its sole cost and expense, (a) promptly following its becoming aware after any Grantor has obtained knowledge thereof, notify the Collateral Agent of any material and adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use any of the Material Intellectual Property Collateral, such Grantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (b) maintain and protect the Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan AgreementsAgreement, except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment, (c) not permit to lapse or become abandoned any Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan AgreementsAgreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment, (d) upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or the Collateral Agent to dispose of such Material Intellectual Property Collateral, including a levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof, (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course of BusinessBusiness or licenses granted to the Revolving Administrative Agent or Revolving Collateral Agent pursuant to the Revolving Loan Documents, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Agent, (f) diligently keep adequate records respecting its Material Intellectual Property Collateral, and (g) furnish to the Collateral Agent from time to time upon concurrently with the Collateral Agent’s reasonable request therefor delivery of a Compliance Certificate reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense, (a) promptly following its becoming aware thereof, notify the Collateral Administrative Agent of any final adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s 's claim of ownership in or right to use any of the Material material Intellectual Property Collateral, or such Grantor’s right to register such Material Intellectual Property Collateral or its 's right to keep and maintain such registration material Intellectual Property Collateral in full force and effect, (b) maintain and protect the Material material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgmentAgreement, (c) not permit to lapse or become abandoned any Material material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan AgreementsAgreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and as shall be consistent with Grantors’ commercially reasonable business judgment, (d) upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material material Intellectual Property Collateral or the rights and remedies of the Collateral Administrative Agent in relation thereto or the ability of such Grantor or the Collateral Agent to dispose of such Material Intellectual Property Collateral, including a levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof, (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course of BusinessCollateral, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral AgentAdministrative Agent (which shall not be unreasonably delayed or withheld), (f) diligently keep adequate records respecting its Material material Intellectual Property Collateral, and (g) furnish to the Collateral Administrative Agent from time to time upon the Collateral Administrative Agent’s 's reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Administrative Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shallshall and hereby agrees to, at its Grantor’s sole cost Cost and expense,Expense: (a) 6.2.1 promptly following its becoming aware thereof, notify the Collateral Agent Lender of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use any of the Material Intellectual Property CollateralCollateral material to (i) the use and/or operation of any other Collateral or any Mortgaged Property; (ii) Grantor’s, such Borrower’s and/or any other Corporate Obligor’s business or business operations; and/or (iii) Grantor’s right to register any such Material Intellectual Property Collateral or its right to keep and maintain any such registration in full force and effect,; (b) 6.2.2 maintain and protect the Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment,Agreement; (c) 6.2.3 not permit to lapse or become abandoned any Material Intellectual Property Collateral material to the use and/or operation of any other Collateral or any Mortgaged Property, and/or to Grantor’s, Borrower’s and/or any other Corporate Obligor’s business or business operations, in each case as presently used and operated and as contemplated by the Loan AgreementsAgreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment,Collateral absent Lender’s prior written consent; (d) 6.2.4 upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Agent Lender in writing of any event which may could be reasonably expected to materially and adversely affect the value or utility of all or any part of the Material Intellectual Property Collateral that is material to (i) the use and/or operation of any other Collateral or any Mortgaged Property, (ii) Grantor’s, Borrower’s and/or any other Corporate Obligor’s business or business operations, (iii) the ability of Grantor or Lender to Dispose of the Intellectual Property Collateral or any portion thereof, and/or (iv) the rights and remedies of the Collateral Agent Lender in relation thereto or the ability of such Grantor or the Collateral Agent to dispose of such Material Intellectual Property Collateralthereto, including a including, without limitation, any levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof,; (e) 6.2.5 not license the Material Intellectual Property Collateral other than Collateral, expressly excluding licenses entered into by such Grantor in, or incidental to, the Ordinary Course ordinary course of Businessbusiness, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair in the reasonable business judgment of Grantor, the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the prior written consent of the Collateral Agent,Lender; (f) 6.2.6 diligently keep adequate records respecting its Material Intellectual Property Collateral, ; and (g) 6.2.7 furnish to the Collateral Agent Lender from time to time upon the Collateral AgentLender’s reasonable request therefor reasonably detailed statements and amended schedules (including to the Perfection Certificate, as the case may be) further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Collateral Agent Lender may from time to time reasonably request.