Common use of Maintenance of Collateral; Compliance with Law Clause in Contracts

Maintenance of Collateral; Compliance with Law. Each Grantor shall use commercially reasonable efforts to acquire or develop any Intellectual Property necessary for its current or contemplated future business, and if such Intellectual Property is material to the business of, and owned by, the Grantors and registration is available, use commercially reasonable efforts to cause such Intellectual Property to be Registered Intellectual Property for so long as such Intellectual Property remains material to the business. Except to the extent that any Grantor in its reasonable good faith judgment determines that any such action is not necessary or desirable in the conduct of such Grantor’s business: (a) each Grantor shall have the duty to prosecute diligently any patent applications, copyright applications and trademark registrations pending as of the date of this Agreement or thereafter and to obtain, preserve and maintain all rights in the Registered Intellectual Property that is Intellectual Property Collateral owned by any Grantor, including without limitation validly obtaining and duly recording with PTO, patent assignments from the inventors of patentable inventions and the payment when due of all maintenance fees and other fees, taxes and other expenses which shall be incurred or which shall accrue with respect to any of the Intellectual Property; (b) no Grantor shall abandon any filed application, or any pending application or any Registered Intellectual Property that is Intellectual Property Collateral owned by any Grantor without the consent of the Collateral Agent, which consent shall not be unreasonably withheld; and (c) each Grantor shall maintain all Collateral which are necessary or useful in the proper conduct of its business in good workable condition, ordinary wear and tear excepted, and will not knowingly use the same in violation of any law or any policy of insurance thereon. Upon reasonable prior written notice to the applicable Grantor of not less than five (5) Business Days, except that no such notice shall be required following the occurrence and during the continuance of a Default or Event of Default, the Collateral Agent or its designee may inspect the Collateral during normal business hours, wherever located. Each Grantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with this Agreement, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP. Each Grantor has at all times operated, and each Grantor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act.

Maintenance of Collateral; Compliance with Law. Each Grantor shall use commercially reasonable efforts to acquire or develop any Intellectual Property necessary for its current or contemplated future business, and if such Intellectual Property is material to the business of, and owned by, the Grantors and registration is available, use commercially reasonable efforts to cause such Intellectual Property to be Registered Intellectual Property for so long as such Intellectual Property remains material to the business. Except to the extent that any Grantor the Guarantor in its reasonable good faith judgment determines that any such action is not necessary or desirable in the conduct of such Grantorthe Guarantor’s business: (a) each Grantor the Guarantor shall have the duty to prosecute diligently any patent applications, copyright applications and trademark registrations pending as of the date of this Agreement or thereafter and to obtain, preserve and maintain all rights in the Registered Intellectual Property that is Intellectual Property Collateral owned by any GrantorGuarantor, including without limitation validly obtaining and duly recording with PTO, patent assignments from the inventors of patentable inventions and the payment when due of all maintenance fees and other fees, taxes and other expenses which shall be incurred or which shall accrue with respect to any of the Intellectual Property; (b) no Grantor the Guarantor shall not abandon any filed application, or any pending application or any Registered Intellectual Property that is Intellectual Property Collateral owned by any Grantor Guarantor without the consent of the Collateral Agent, which consent shall not be unreasonably withheld; and (c) each Grantor the Guarantor shall maintain all Collateral which are necessary or useful in the proper conduct of its business in good workable condition, ordinary wear and tear excepted, and will not knowingly use the same in violation of any law or any policy of insurance thereon. Upon reasonable prior written notice to the applicable Grantor Guarantor of not less than five (5) Business Daysbusiness days, except that no such notice shall be required following the occurrence and during the continuance of a Default or Event of Default, the Collateral Agent or its designee may inspect the Collateral during normal business hours, wherever located. Each Grantor The Guarantor will pay promptly when due all taxes, assessments, governmental charges and levies upon the Collateral or incurred in connection with this Agreement, except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP. Each Grantor Guarantor has at all times operated, and each Grantor the Guarantor will continue to operate, its business in compliance with all applicable provisions of the federal Fair Labor Standards Act.