Common use of GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL Clause in Contracts

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt payment to the Creditor Parties of the Obligations of the Grantors now or hereafter existing from time to time, each Grantor hereby pledges and grants to the Agent, for the ratable benefit of the Creditor Parties, a continuing security interest in and Lien upon all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Collateral”): (a) Trademarks and Trademark Licenses to which it is a party including those referred to on Schedule I hereto; (b) Patents and Patent Licenses to which it is a party, including those referred to on Schedule II hereto; (c) Copyrights and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (d) Intellectual Property not covered by the foregoing, including those referred to on Schedule IV hereto; (e) Renewals, reissues, continuations, divisions, or extensions of any of the foregoing; (f) Rights to xxx third parties for past, present or future infringement, dilution, misappropriation, or other violation of rights in any Intellectual Property, including injury to the goodwill associated with any Trademark, and all causes of action for the same: (g) All products and Proceeds of all or any of the foregoing, tort claims and all claims and other rights to payment including (i) insurance claims against third parties for loss of, damage to, or destruction of, the foregoing Collateral and (ii) payments due or to become due under licenses of any or all of the foregoing and Proceeds payable under, or unearned premiums with respect to policies of insurance in whatever form; provided, however, that the Collateral shall not constitute a grant of a security interest in any trademark or service xxxx applications filed in the PTO on the basis of any Grantor’s intent to use such trademark or service xxxx, unless and until a statement of use or amendment to allege use is filed in the PTO, in which event, such trademark or service xxxx shall automatically be included in the Collateral.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt payment to the Creditor Parties of the Obligations of the Grantors Grantor now or hereafter existing from time to time, each Grantor hereby pledges and grants to the Agent, for the ratable benefit of the Creditor Parties, a continuing security interest in and Lien upon all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Collateral”): (a) Trademarks and Trademark Licenses to which it is a party including those referred to on Schedule I hereto; (b) Patents and Patent Licenses to which it is a party, including those referred to on Schedule II hereto; (c) Copyrights and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (d) Intellectual Property not covered by the foregoing, including those referred to on Schedule IV hereto; (e) Renewals, reissues, continuations, divisions, or extensions of any of the foregoing; (f) Rights to xxx third parties for past, present or future infringement, dilution, misappropriation, or other violation of rights in any Intellectual Property, including injury to the goodwill associated with any Trademark, and all causes of action for the same: (g) All products and Proceeds of all or any of the foregoing, tort claims and all claims and other rights to payment including (i) insurance claims against third parties for loss of, damage to, or destruction of, the foregoing Collateral and (ii) payments due or to become due under licenses of any or all of the foregoing and Proceeds payable under, or unearned premiums with respect to policies of insurance in whatever form; provided, however, that the Collateral shall not constitute a grant of a security interest in (a) any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation, requires a consent not obtained of any government, governmental body or official or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent that such rule of law, statute or regulation or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (b) any trademark or service xxxx applications filed in the PTO on the basis of any Grantor’s intent to use such trademark or service xxxx, unless and until a statement of use or amendment to allege use is filed in the PTO, in which event, such trademark or service xxxx shall automatically be included in the Collateral.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt payment to the Creditor Parties of the Obligations of the Grantors now or hereafter existing from time to time, each Grantor hereby pledges and grants to the Agent, for the ratable benefit of the Creditor Parties, a continuing security interest in and Lien upon all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Collateral”): (a) Trademarks and Trademark Licenses to which it is a party including those referred to on Schedule I hereto; (b) Patents and Patent Licenses to which it is a party, including those referred to on Schedule II hereto; (c) Copyrights and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (d) Intellectual Property not covered by the foregoing, including those referred to on Schedule IV hereto; (e) Renewals, reissues, continuations, divisions, or extensions of any of the foregoing; (f) Rights to xxx sxx third parties for past, present or future infringement, dilution, misappropriation, or other violation of rights in any Intellectual Property, including injury to the goodwill associated with any Trademark, and all causes of action for the same: (g) All products and Proceeds of all or any of the foregoing, tort claims and all claims and other rights to payment including (i) insurance claims against third parties for loss of, damage to, or destruction of, the foregoing Collateral and (ii) payments due or to become due under licenses of any or all of the foregoing and Proceeds payable under, or unearned premiums with respect to policies of insurance in whatever form; provided, however, that the Collateral shall not constitute a grant of a security interest in (a) any property to the extent that such grant of a security interest is prohibited by any rule of law, statute or regulation, requires a consent not obtained of any government, governmental body or official or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the extent that such rule of law, statute or regulation or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law; and (b) any trademark or service xxxx mxxx applications filed in the PTO on the basis of any Grantor’s intent to use such trademark or service xxxxmxxx, unless and until a statement of use or amendment to allege use is filed in the PTO, in which event, such trademark or service xxxx mxxx shall automatically be included in the Collateral.

GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL. To secure the prompt payment to the Creditor Parties Lender of the Obligations of the Grantors now or hereafter existing from time to time, each Grantor hereby pledges and grants to the AgentSecured Party, for the ratable benefit of itself and the Creditor PartiesLender, a continuing security interest in and Lien upon all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the “Collateral”): (a) Trademarks and Trademark Licenses to which it is a party party, including those referred to on Schedule I hereto; (b) Patents and Patent Licenses to which it is a party, including those referred to on Schedule II hereto; (c) Copyrights and Copyright Licenses to which it is a party, including those referred to on Schedule III hereto; (d) Intellectual Property not covered by the foregoing, including those referred to on Schedule IV hereto; (e) Renewals, reissues, continuations, divisions, or extensions of any of the foregoing; (f) Rights to xxx sxx third parties for past, present or future infringement, dilution, misappropriation, or other violation of rights in any Intellectual Property, including injury to the goodwill associated with any Trademark, and all causes of action for the same:; and (g) All products and Proceeds of all or any of the foregoing, tort claims and all claims and other rights to payment including (i) insurance claims against third parties for loss of, damage to, or destruction of, the foregoing Collateral and (ii) payments due or to become due under licenses of any or all of the foregoing and Proceeds payable under, or unearned premiums with respect to policies of insurance in whatever form; provided, however, that the Collateral shall not constitute a grant of a security interest in any trademark or service xxxx mxxx applications filed in the PTO on the basis of any Grantor’s intent to use such trademark or service xxxxmxxx, unless and until a statement of use or amendment to allege use is filed in the PTO, in which event, such trademark or service xxxx mxxx shall automatically be included in the Collateral.