Common use of Matters Relating to Collateral Clause in Contracts

Matters Relating to Collateral. (a) Promptly following (but in any event no later than 20 Business Days after the occurrence thereof) the date upon which any Loan Party changes its jurisdiction of organization or changes its name, notify the Administrative Agent of such change and deliver to the Administrative Agent all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein. (b) Promptly deliver to the Administrative Agent a copy of each material demand, notice or document received by any Loan Party that questions or calls into doubt the validity or enforceability of more than the greater of (x) $4,000,000 in net amount of outstanding Receivables and (y) 10% of the aggregate net amount of the then outstanding Receivables. (c) Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party shall not (a) grant any extension of the time of payment of any Receivable, (b) compromise or settle any Receivable for less than the full amount thereof, (c) release, wholly or partially, any Person liable for the payment of any Receivable, (d) allow any credit or discount whatsoever on any Receivable or (e) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof. (d) Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through licensees) will (i) continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way. (e) Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public. (f) Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through licensees) (i) will employ each material Copyright and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired. No Loan Party will (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain. (g) Whenever any Loan Party, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any material Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, such Loan Party shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Such Loan Party shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s and the Lenders’ security interest in any material Copyright, Patent or Trademark and the goodwill and general intangibles of such Loan Party relating thereto or represented thereby. (h) Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

Matters Relating to Collateral. (a) Promptly following (but in any event no later than 20 Business Days after the occurrence thereof) the date upon which any Loan Party changes its jurisdiction of organization or changes its name, notify the Administrative Agent of such change and deliver to the Administrative Agent all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein. (b) Promptly deliver to the Administrative Agent a copy of each material demand, notice or document received by any Loan Party that questions or calls into doubt the validity or enforceability of more than the greater of (x) $4,000,000 in net amount of outstanding Receivables and (y) 10% of the aggregate net amount of the then outstanding Receivables. (c) Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party shall not (a) grant any extension of the time of payment of any Receivable, (b) compromise or settle any Receivable for less than the full amount thereof, (c) release, wholly or partially, any Person liable for the payment of any Receivable, (d) allow any credit or discount whatsoever on any Receivable or (e) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof. (d) Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through licensees) will (i) continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way. (e) Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public. (f) Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through licensees) (i) will employ each material Copyright and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired. No Loan Party will (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain. (g) Whenever any Loan Party, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any material Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, such Loan Party shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Such Loan Party shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s 's and the Lenders’ ' security interest in any material Copyright, Patent or Trademark and the goodwill and general intangibles of such Loan Party relating thereto or represented thereby. (h) Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.

Matters Relating to Collateral. (a) Promptly following (but in any event no later than 20 10 Business Days after the occurrence thereof) the date upon which any Loan Party changes its jurisdiction of organization or changes its name, notify the Administrative Agent of such change and deliver to the Administrative Agent all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein. (b) Promptly deliver to the Administrative Agent a copy of each material demand, notice or document received by any Loan Party that questions or calls into doubt the validity or enforceability of more than the greater of (xi) $4,000,000 1,000,000 in net amount of outstanding Receivables and (yii) 10% of the aggregate net amount of the then outstanding Receivables. (c) Except as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party shall not (ai) grant any extension of the time of payment of any Receivable, (bii) compromise or settle any Receivable for less than the full amount thereof, (ciii) release, wholly or partially, any Person liable for the payment of any Receivable, (div) allow any credit or discount whatsoever on any Receivable or (ev) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof. (d) Except as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through licensees) will (i) continue to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way. (e) Except as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through licensees) will not do any act, or omit to do any act, whereby any material Patent may become forfeited, abandoned or dedicated to the public. (f) Except as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through licensees) (i) will employ each material Copyright and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights may become invalidated or otherwise impaired. No Loan Party will (either itself or through licensees) do any act whereby any material portion of the Copyrights may fall into the public domain. (g) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party (either itself or through licensees) will not do any act that knowingly uses a material Intellectual Property to infringe the Intellectual Property rights of a third party. (h) Each Loan Party will notify the Administrative Agent and the Lenders immediately if it knows, or has reason to know, that any application or registration relating to any Intellectual Property may become abandoned or dedicated to the public, 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, U.S. Copyright Office or any court or tribunal in any country) regarding such Loan Party's ownership of, or validity of, any Intellectual Property or such Loan Party's right to register the same or to own and maintain the same, in each case, to the extent that any of the foregoing could reasonably be expected to have Material Adverse Effect. (i) Whenever any Loan Party, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any material Intellectual Property with the United States Patent and Trademark Office, the United States Copyright OfficeOffice or similar office or agency in any other country or any political subdivision thereof, such Loan Party shall report such filing to the Administrative Agent within five Business Days after concurrently with the last day of Compliance Certificate required to be delivered pursuant to Section 6.2(b)(ii) with respect to the fiscal quarter in which such filing occurs. Such Loan Party shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s 's and the Lenders’ ' security interest in any material Copyright, Patent or Trademark and the goodwill and general intangibles of such Loan Party relating thereto or represented thereby. (hj) Except as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Loan Party will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (k) In the event that any Intellectual Property of material economic value is infringed, misappropriated or diluted by a third party, each Loan Party shall (i) take such actions as such Loan Party shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) promptly notify the Administrative Agent and the Lenders after it learns thereof. (l) In connection with entering into any lease of real property or any renewal of an existing lease of real property, use commercially reasonable efforts to cause the lessor of such property to execute a Landlord Waiver and promptly deliver such Landlord Waiver to the Administrative Agent, to the extent that the inventory or other personal property located, or to be located, at such real property is of material value, as determined in the good faith judgment of the Borrower.