Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative 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 any Intellectual Property Collateral, such Pledgor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain all Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Intellectual Property Collateral or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Intellectual Property Collateral, (v) not license any Intellectual Property Collateral other than licenses entered into by such Pledgor 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 would materially impair the value of any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and (vi) diligently keep adequate records respecting all Intellectual Property Collateral.
Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense with respect to any Pledged IP Collateral, the failure of which to own (or have rights to) and with respect to actions the failure of which to take would reasonably be expected to have a Material Adverse Effect, (i) promptly following its becoming aware thereof, notify the Administrative 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 USPTO or the USCO regarding any such Pledged IP Collateral that would reasonably be expected to have a Material Adverse Effect, (ii) not permit to lapse or become abandoned any such Pledged IP Collateral owned (now or hereafter by such Pledgor); (iii) upon such Pledgor’s obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which will materially and adversely affect the rights and remedies of the Administrative Agent in relation to any such Pledged IP Collateral, including a levy or threat of levy or any legal process against any such Pledged IP Collateral, and (iv) diligently keep adequate records respecting all such Pledged IP Collateral consistent with such Pledgor’s past practices with respect to such records. Nothing in the foregoing clauses (i) through (iv) shall be construed as prohibiting or restricting a Pledgor from effecting any transaction not prohibited by the Credit Agreement (including, without limitation, a transfer, conveyance, sale or other disposition or license not prohibited by the Credit Agreement or this Agreement).
Protection of Administrative Agent’s Security. Except as otherwise permitted by the Secured Debt Agreements, each Assignor will do nothing to impair the rights of the Administrative Agent in the Collateral. Each Assignor will at all times maintain insurance, at such Assignor’s own expense to the extent and in the manner provided in Section 9.09 of the Credit Agreement. Except to the extent otherwise permitted to be retained by such Assignor or applied by such Assignor pursuant to the terms of the Secured Debt Agreements, the Administrative Agent shall at the time any proceeds of such insurance with respect to the Collateral are distributed to the Secured Creditors, apply such proceeds in accordance with Section 5.02 of the Credit Agreement and Section 5.4 hereof. Each Assignor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Assignor to pay the Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Assignor.
Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall (a) promptly following its becoming aware thereof, notify the Administrative Agent of any materially adverse determination in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office or in any Federal, state or local court or administrative body with respect to any material Patent, Trademark or Copyright, (b) maintain, protect and not permit to lapse or become abandoned any Intellectual Property Collateral material to the use and operation of the Pledged Collateral as presently used and operated and as contemplated by the Credit Agreement, (c) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral, the ability of such Pledgor or the Administrative Agent to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including, without limitation, a levy or threat of levy or any legal process against the Intellectual Property Collateral or any portion thereof, and (d) not license the Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business. Notwithstanding the foregoing nothing herein shall prevent any Pledgor from selling, licensing, abandoning, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreement.
Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative 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 any material Intellectual Property Collateral, such Pledgor’s right to register such material Intellectual Property Collateral or its right to keep and maintain such registration and prosecute applications in full force and effect, (ii) except as would not reasonably be expected to have a Material Adverse Effect, maintain, protect and enforce all material Intellectual Property Collateral as presently used and operated, (iii) upon such Pledgor obtaining actual knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any material Intellectual Property Collateral or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any material Intellectual Property Collateral, (iv) keep adequate records respecting all Intellectual Property Collateral and (v) furnish to the Administrative Agent from time to time upon the Administrative 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 any Intellectual Property Collateral as the Administrative Agent may from time to time request.
Protection of Administrative Agent’s Security. (a) Except to the extent permitted by Section 4.02(f) below, or to the extent that failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its IP Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the United States Patent and Trademark Office, the United States Copyright Office and any other governmental authority located in the United States to (i) maintain the validity and enforceability of any registered IP Collateral and maintain such IP Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such IP Collateral of such Grantor.
Protection of Administrative Agent’s Security. Section 6.5 After-Acquired Property
Protection of Administrative Agent’s Security. No Grantor will do anything to impair in any material respect the material rights of the Administrative Agent in the Security Agreement Collateral. Each Grantor will at all times keep its Inventory and Equipment insured in favor of the Administrative Agent, at such Grantor’s own expense, to the extent commercially reasonable in the manner provided in the Credit Agreement and the other Loan Documents; all policies or certificates with respect to such insurance shall be endorsed to the Administrative Agent’s satisfaction for the benefit of the Administrative Agent (including, without limitation, by naming the Administrative Agent as loss payee and additional insured). If any Grantor shall fail to insure its Inventory to the extent required by the Credit Agreement, or if any Grantor shall fail to so endorse all policies or certificates with respect thereto, the Administrative Agent shall have the right (but shall be under no obligation) to procure such insurance, and such Grantor agrees to reimburse the Administrative Agent for all reasonable costs and expenses of procuring such insurance. The Administrative Agent shall apply any proceeds in accordance with Section 8.3 of the Credit Agreement. Each Grantor assumes all liability and responsibility in connection with the Security Agreement Collateral acquired by it and the liability of such Grantor to pay its Obligations shall in no way be affected or diminished by reason of the fact that such Security Agreement Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor.
Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent that any application or registration relating to any Designated IP Assets may become forfeited, abandoned or dedicated to the public, or of any adverse determination in any proceeding in any federal, state or local court or administrative body in the United States, or in the United States Patent and Trademark Office, the United States Copyright Office, regarding any Designated IP Assets, such Pledgor’s right to register such Designated IP Assets or its right to own and maintain such registration in full force and effect (other than office actions or other determinations in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office), (ii) maintain the quality of products and services offered under any Trademark constituting Designated IP Assets and take all necessary steps to ensure that all licensed users of such Trademark constituting Designated IP Assets maintain such quality and (iii) not knowingly permit to lapse or become abandoned any Designated IP Assets, except to the extent permitted by the Credit Agreement. Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Pledgor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of the Intellectual Property Collateral to the extent permitted by the Credit Agreement.
Protection of Administrative Agent’s Security. Except as otherwise permitted by the Loan Documents, each Grantor will do nothing to impair the rights of the Administrative Agent in the Collateral. Each Grantor will at all times maintain insurance, at such Grantor’s own expense to the extent and in the manner provided in the Loan Documents. Except to the extent otherwise permitted to be retained by such Grantor or applied by such Grantor pursuant to the terms of the Loan Documents, the Administrative Agent shall, at the time any proceeds of such insurance are distributed to the Secured Parties, if an Event of Default then exists, apply such proceeds in accordance with Section 5.4. Each Grantor assumes all liability and responsibility in connection with the Collateral acquired by it and the liability of such Grantor to pay the Secured Obligations shall in no way be affected or diminished by reason of the fact that such Collateral may be lost, destroyed, stolen, damaged or for any reason whatsoever unavailable to such Grantor.
