Common use of Intellectual Property Warranties and Covenants Clause in Contracts

Intellectual Property Warranties and Covenants. Each Loan Party owns, is licensed to use or otherwise has the right to use, all Intellectual Property used in or necessary for the conduct of its business as currently conducted, and all such Intellectual Property is identified on Schedule 4.5(I). Except as set forth on Schedule 4.5(I), there are no restrictions on any Loan Party's right to create a Lien in such Intellectual Property nor in Agent's right to perfect and enforce such Lien. Each Loan Party shall concurrently herewith deliver to Agent each Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement and all other documents, instruments and other items as may be necessary for Agent to file such agreements with the U.S. Copyright Office and the U.S. Patent and Trademark Office. The Copyrights, Patents and Trademarks listed on the respective schedules to each of the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement constitute all of the Patents, Trademarks and government registered Copyrights owned by any Loan Party. If, before the Obligations are indefeasibly paid in full, in cash, any Loan Party acquires or becomes entitled to any new or additional Patents, Trademarks or federally registered Copyrights, or rights thereto, such Loan Party shall give to Agent prompt written notice thereof, and shall amend the schedules to the respective security agreements or enter into new or additional security agreements to include any such new Patents, Trademarks or government registered Copyrights. Each Loan Party shall: (a) prosecute diligently any copyright, patent or trademark application at any time pending; (b) make application for registration or issuance of all new copyrights, patents and trademarks as reasonably deemed appropriate by such Loan Party; (c) preserve and maintain all rights in the Intellectual Property material to the operation of the business of the Loan Parties; and (d) use its best efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to the Intellectual Property. No Loan Party shall abandon any material right to file a copyright, patent or trademark application nor shall any Loan Party abandon any material pending copyright, patent or trademark application, or Copyright, Patent or Trademark without the prior written consent of Agent. All government registered Intellectual Property owned by any Loan Party is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made. The execution, delivery and performance of this Agreement by any Loan Parties will not violate or cause a default under any of the Intellectual Property or any agreement in connection therewith.

Intellectual Property Warranties and Covenants. Each Loan Party Borrower and each of its Subsidiaries owns, is licensed to use or otherwise has the right to use, all Intellectual Property used in the loss of which ownership, license or necessary for the conduct of its business as currently conductedright could reasonably be expected to have a Material Adverse Effect, and all such Intellectual Property is identified on Schedule 4.5(I). Except as set forth on Schedule 4.5(I), there are no restrictions on any Loan PartyBorrower's nor any of its Subsidiaries' right to create a Lien in such Intellectual Property nor in Collateral Agent's right to perfect and enforce such Lien. Each Loan Party Borrower shall concurrently herewith deliver to Collateral Agent each Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement and all other documents, instruments and other items as may be reasonably necessary for Collateral Agent to file such agreements with the U.S. Copyright Office and the U.S. Patent and Trademark Office. The Copyrights, Patents and Trademarks listed on the respective schedules to each of the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement constitute all of the Patents, Trademarks and government registered Copyrights owned by any Loan Partyas applicable. If, before the Obligations are indefeasibly paid in full, in cash, any Loan Party Borrower acquires or becomes entitled to any new or additional registered Patents, Trademarks or federally registered Copyrights, or rights thereto, such Loan Party Borrower shall give to Collateral Agent prompt written notice thereof, and if requested by the Collateral Agent following such Borrower's delivery of such notice, shall amend the schedules to the respective security agreements or enter into new or additional security agreements to include any such new Patents, Trademarks or government registered Copyrights. Each Loan Party With respect to all Intellectual Property, the loss of which could reasonably be expected to have a Material Adverse Effect, each Borrower shall: (a) prosecute diligently any copyright, patent or trademark application at any time pending; (b) make application for registration or issuance of all new copyrights, patents and trademarks as reasonably deemed appropriate by such Loan Party; (c) preserve and maintain all rights in the such Intellectual Property material to the operation of the business of the Loan PartiesProperty; and (dc) use its best efforts to obtain any consents, waivers or agreements necessary to enable Collateral Agent to exercise its remedies with respect to the such Intellectual Property. No Loan Party shall ; (d) not abandon any material right to file a copyright, patent or trademark application nor shall any Loan Party abandon any material pending copyright, patent or trademark application, or Copyright, Patent or Trademark without the prior written consent of Collateral Agent. All government registered Intellectual Property Property, the loss of which could reasonably be expected to have a Material Adverse Effect, is owned by any Loan Party Borrowers, is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made. The With respect to all Intellectual Property, the loss of which could reasonably be expected to have a Material Adverse Effect, the execution, delivery and performance of this Agreement by any Loan Parties Borrowers will not violate or cause a default under any of the such Intellectual Property or any agreement in connection therewithwith respect thereto.

Intellectual Property Warranties and Covenants. Each Loan Party Borrower and each of its Subsidiaries owns, is licensed to use or otherwise has the right to use, all Intellectual Property used in the loss of which ownership, license or necessary for the conduct of its business as currently conductedright could reasonably be expected to have a Material Adverse Effect, and all such Intellectual Property is identified on Schedule 4.5(I). Except as set forth on Schedule 4.5(I), there are no restrictions on any Loan PartyBorrower's nor any of its Subsidiaries' right to create a Lien in such Intellectual Property nor in Collateral Agent's right to perfect and enforce such Lien. Each Loan Party Borrower shall concurrently herewith deliver to Collateral Agent each Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement and all other documents, instruments and other items as may be reasonably necessary for Collateral Agent to file such agreements with the U.S. Copyright Office and the U.S. Patent and Trademark Office. The Copyrights, Patents and Trademarks listed on the respective schedules to each of the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement constitute all of the Patents, Trademarks and government registered Copyrights owned by any Loan Partyas applicable. If, before the Obligations (other than unasserted contingent indemnification obligations) are indefeasibly paid in full, in cash, any Loan Party Borrower acquires or becomes entitled to any new or additional registered Patents, Trademarks or federally registered Copyrights, or rights thereto, such Loan Party Borrower shall give to Collateral Agent prompt written notice thereof, and if requested by the Collateral Agent following such Borrower's delivery of such notice, shall amend the schedules to the respective security agreements or enter into new or additional security agreements to include any such new Patents, Trademarks or government registered Copyrights. Each Loan Party With respect to all Intellectual Property, the loss of which could reasonably be expected to have a Material Adverse Effect, each Borrower shall: (a) prosecute diligently any copyright, patent or trademark application at any time pending; (b) make application for registration or issuance of all new copyrights, patents and trademarks as reasonably deemed appropriate by such Loan Party; (c) preserve and maintain all rights in the such Intellectual Property material to the operation of the business of the Loan PartiesProperty; and (dc) use its best efforts to obtain any consents, waivers or agreements necessary to enable Collateral Agent to exercise its remedies with respect to the such Intellectual Property. No Loan Party shall ; (d) not abandon any material right to file a copyright, patent or trademark application nor shall any Loan Party abandon any material pending copyright, patent or trademark application, or Copyright, Patent or Trademark without the prior written consent of Collateral Agent. All government registered Intellectual Property Property, the loss of which could reasonably be expected to have a Material Adverse Effect, is owned by any Loan Party Borrowers, is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made. The With respect to all Intellectual Property, the loss of which could reasonably be expected to have a Material Adverse Effect, the execution, delivery and performance of this Agreement by any Loan Parties Borrowers will not violate or cause a default under any of the such Intellectual Property or any agreement in connection therewithwith respect thereto.

Intellectual Property Warranties and Covenants. Each Loan Party Borrower and each of its Subsidiaries owns, is licensed to use or otherwise has the right to use, all Intellectual Property used in the loss of which ownership, license or necessary for the conduct of its business as currently conductedright could reasonably be expected to have a Material Adverse Effect, and all such Intellectual Property is identified on Schedule 4.5(I). Except as set forth on Schedule 4.5(I), there are no restrictions on any Loan PartyBorrower's nor any of its Subsidiaries' right to create a Lien in such Intellectual Property nor in Collateral Agent's right to perfect and enforce such Lien. Each Loan Party Borrower shall concurrently herewith deliver to Collateral Agent each Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement and all other documents, instruments and other items as may be reasonably necessary for Collateral Agent to file such agreements with the U.S. Copyright Office and the U.S. Patent and Trademark Office. The Copyrights, Patents and Trademarks listed on the respective schedules to each of the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement constitute all of the Patents, Trademarks and government registered Copyrights owned by any Loan Partyas applicable. If, before the Obligations are indefeasibly paid in full, in cash, any Loan Party Borrower acquires or becomes entitled to any new or additional registered Patents, Trademarks or federally registered Copyrights, or rights thereto, such Loan Party Borrower shall give to Collateral Agent prompt written notice thereof, and if requested by the Collateral Agent following such Borrower's delivery of such notice, shall amend the schedules to the respective security agreements or enter into new or additional security agreements to include any such new Patents, Trademarks or government registered Copyrights. Each Loan Party With respect to all Intellectual Property, the loss of which could reasonably be expected to have a Material Adverse Effect, each Borrower shall: (a) prosecute diligently any copyright, patent or trademark application at any time pending; (b) make application for registration or issuance of all new copyrights, patents and trademarks as reasonably deemed appropriate by such Loan Party; (c) preserve and maintain all rights in the such Intellectual Property material to the operation of the business of the Loan PartiesProperty; and (dc) use its best efforts to obtain any consents, waivers or agreements necessary to enable Collateral Agent to exercise its remedies with respect to the such Intellectual Property. No Loan Party shall ; (d) not abandon any material right to file a copyright, patent or trademark application nor shall any Loan Party abandon any material pending copyright, patent or trademark application, or Copyright, Patent or Trademark without the prior written consent of Collateral Agent. All government registered Intellectual Property Property, the loss of which could reasonably be expected to have a Material Adverse Effect, is owned by any Loan Party Borrowers, is valid, subsisting and enforceable and all filings necessary to maintain the effectiveness of such registrations have been made. The With respect to all Intellectual Property, the loss of which could reasonably be expected to have a Material Adverse Effect, is the execution, delivery and performance of this Agreement by any Loan Parties Borrowers will not violate or cause a default under any of the such Intellectual Property or any agreement in connection therewithwith respect thereto.