Common use of Additional Intellectual Property Clause in Contracts

Additional Intellectual Property. If any Grantor shall at any time after the date hereof (a) obtain any rights to any additional Intellectual Property Collateral or (b) become entitled to the benefit of any additional Intellectual Property Collateral or any registration, renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (a) or (b) of this Section 2.13.3 with respect to such Grantor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the lien and security interest created by this Agreement without further action by any party. Each Grantor shall promptly (and in any event no later than in connection with delivery of its next succeeding quarterly financial statement) (i) provide to the Secured Party written notice of any of the foregoing and (ii) upon the Secured Party’s reasonable request, confirm the attachment of the lien and security interest created by this Agreement to any rights described in clauses (a) and (b) of the immediately preceding sentence of this Section 2.13.3 by execution of an instrument in form reasonably acceptable to the Secured Party and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Secured Party’s security interest in such Intellectual Property Collateral. Further, each Grantor authorizes the Secured Party to modify this Agreement by amending Exhibit A hereof to include any such Intellectual Property Collateral of such Grantor.

Additional Intellectual Property. If any Grantor shall at any time after the date hereof (a) obtain any rights to any additional Intellectual Property Collateral or (b) become entitled to the benefit of any additional Intellectual Property Collateral or any registration, renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (a) or (b) of this Section 2.13.3 6.03 with respect to such Grantor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the lien Lien and security interest created by this Agreement without further action by any party. Each Grantor shall promptly (and in any event no later than in connection with delivery of its next succeeding quarterly financial statement) (i) provide to the Secured Party Purchaser written notice of any of the foregoing and (ii) upon the Secured Party’s reasonable request, confirm the attachment of the lien Lien and security interest created by this Agreement to any rights described in clauses (a) and (b) of the immediately preceding sentence of this Section 2.13.3 6.03 by execution of an instrument in form reasonably acceptable to the Secured Party Purchaser and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Secured PartyPurchaser’s security interest in such Intellectual Property Collateral, including by execution and filing of a supplemental Intellectual Property Security Agreement in accordance with Section 3.06. Further, each Grantor authorizes the Secured Party Purchaser to modify this Agreement by amending Exhibit A Schedule D hereof to include any such Intellectual Property Collateral of such Grantor.

Additional Intellectual Property. If any Grantor shall at any time after the date hereof (a) obtain any rights to any additional Intellectual Property Collateral or (b) become entitled to the benefit of any additional Intellectual Property Collateral or any registration, renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (a) or (b) of this Section 2.13.3 6.03 with respect to such Grantor shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the lien Lien and security interest created by this Agreement without further action by any party. Each Grantor shall promptly (and in any event no later than in connection with the delivery of its next succeeding quarterly financial statement) statements (i) provide to the Secured Party written notice of any of the foregoing and (ii) upon the Secured Party’s reasonable request, confirm the attachment of the lien Lien and security interest created by this Agreement to any rights described in clauses (a) and (b) of the immediately preceding sentence of this Section 2.13.3 6.03 by execution of an instrument in form reasonably acceptable to the Secured Party and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Secured Party’s security interest in such Intellectual Property Collateral, including by execution and filing of a supplemental Intellectual Property Security Agreement in accordance with Section 3.06. Further, each Grantor authorizes the Secured Party to modify this Agreement by amending Exhibit A Schedule 6 hereof to include any such Intellectual Property Collateral of such Grantor.

Additional Intellectual Property. If any Grantor shall If, at any time after the date hereof while any Obligations are outstanding, Grantor shall (ai) obtain any rights to any additional Intellectual Property Collateral Collateral, or (bii) become entitled to the benefit of any additional Intellectual Property Collateral or any registration, renewal or extension thereof, including any reissue, division, continuation, continuation or continuation-in-part of any Intellectual Property Collateral, or any improvement of, to, in and/or on any Intellectual Property Collateral, Grantor hereby ratifies, confirms, acknowledges and agrees that the provisions hereof of this Agreement (including, without limitation, the provisions of this Article 6 and Article 15 below) shall automatically apply thereto to any and all any such item items enumerated in the immediately preceding clause (ai) or (bii) of this Section 2.13.3 6.3, and any and all such items shall, with respect to such Grantor shall Grantor, automatically constitute Intellectual Property Collateral hereunder as if such the same would have constituted Intellectual Property Collateral at the time of Grantor’s execution hereof hereof, and shall be subject to the lien security interests and security interest other Liens created by this Agreement Agreement, without the necessity of any further authorization, consent, exercise, ratification or other action of any kind by any partyParty. Each Grantor shall promptly (and in any event no later than in connection with delivery of its next succeeding quarterly financial statement) (iA) provide to the Secured Party Lender written notice of any of the foregoing foregoing, and (iiB) upon the Secured Party’s reasonable request, confirm the attachment of the lien Lien and security interest created by this Agreement to any rights or benefits described in clauses (ai) and or (bii) of the immediately preceding sentence of this Section 2.13.3 6.3 by execution and delivery to Lender of an instrument in form and substance reasonably acceptable to the Secured Party Lender describing such rights or benefits, and so confirming, and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Secured PartyLender’s security interest in and Lien on such Intellectual Property Collateral. Further, each Grantor authorizes the Secured Party to modify this Agreement including by amending Exhibit A hereof to include any such execution and filing of a supplemental Intellectual Property Collateral of such GrantorSecurity Agreement in accordance with Section 5.9 hereof.