Common use of As to Intellectual Property Collateral Clause in Contracts

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral material to the business of the Grantors, each Grantor agrees to take, at its expense, all commercially reasonable steps as determined in Grantor's reasonable discretion, including, without limitation, in the Canadian Intellectual Property Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor's reasonable business discretion) of each patent, trademark, or copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the Canadian Intellectual Property Office or other governmental authorities, the filing of applications for renewal or extension, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings initiated by third parties, in each case except where the failure to so file, register, maintain or participate is not reasonably likely to have a Material Adverse Effect. No Grantor shall, without the written consent of the Agent, which shall not be unreasonably withheld or delayed, discontinue use of or otherwise abandon any such material Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor shall have reasonably determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer reasonably necessary or desirable in the conduct of such Grantor's business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect. (b) Until the termination of the Credit Agreement, each Grantor agrees to provide, annually to the Agent an updated Schedule of its Patents, Trademarks and registered Copyrights. (c) In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral is being infringed, misappropriated or otherwise violated by a third party in any material respect, such Grantor shall take such commercially reasonable actions determined in its reasonable discretion, at its expense, to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement, misappropriation or other violation and for an injunction against such infringement, misappropriation or other violation. (d) Each Grantor shall take all reasonable steps which it deems appropriate under the circumstances to preserve and protect each item of its material Trademarks included in the Intellectual Property Collateral, including, without limitation, taking all reasonable steps which it deems appropriate under the circumstances to maintain substantially the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all reasonable steps which it deems appropriate under the circumstances to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) With respect to its Intellectual Property Collateral, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit A hereto or otherwise in form and substance satisfactory to the Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Agent in such Intellectual Property Collateral with the Canadian Intellectual Property Office and any other governmental authorities necessary to register, file or record the security interest hereunder in such Intellectual Property Collateral. (f) Each entity which executes a Canadian Security Agreement Supplement (as hereinafter defined) as Grantor shall execute and deliver to the Agent with such written notice, or otherwise authenticate, an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance satisfactory to the Agent (an “IP Security Agreement Supplement”) identifying the Intellectual Property Collateral pledged by such Grantor, which IP Security Agreement Supplement shall be recorded with the Canadian Intellectual Property Office and any other governmental authorities necessary to register, file or record the security interest hereunder in such Intellectual Property Collateral.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral material to the business of the Grantors, each Grantor agrees to take, at its expense, all commercially reasonable steps as determined in Grantor's reasonable discretionsteps, and shall not knowingly omit to do any act, including, without limitation, in the Canadian Intellectual Property Office and any other relevant governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor's reasonable business discretion) of each patent, trademark, or copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the Canadian Intellectual Property Office or other governmental authorities, the filing of applications for renewal or extension, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings initiated by third parties, in each case except where the failure to so file, register, maintain or participate is not reasonably likely to have a Material Adverse Effectproceedings. No Grantor shall, without the written consent of the Collateral Agent, which shall not be unreasonably withheld or delayed, discontinue use of or otherwise abandon any such material Intellectual Property CollateralCollateral material to the business of the Grantors, taken as a whole, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor shall have reasonably previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer reasonably necessary or desirable in the conduct of such Grantor's ’s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect. (b) Until Each Grantor agrees promptly to notify the termination Collateral Agent if such Grantor becomes aware (i) that any item of the Credit Agreement, each Grantor agrees to provide, annually Intellectual Property Collateral material to the Agent an updated Schedule business of the Grantors, taken as a whole, may have become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Grantor’s ownership or use of any such Intellectual Property Collateral or its Patentsright to register the same or to keep and maintain and enforce the same, Trademarks and registered Copyrightsor (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the Canadian Intellectual Property Office or any court) regarding any item of the Intellectual Property Collateral material to the business of the Grantors. (c) In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral material to the business of the Grantors, taken as a whole, is being infringed, infringed or misappropriated or otherwise violated by a third party in any material respectparty, such Grantor shall promptly notify the Collateral Agent and shall take such commercially all reasonable actions determined in its reasonable discretionactions, at its expense, to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement, infringement or misappropriation or other violation and for an injunction against such infringement, misappropriation infringement or other violationmisappropriation. (d) Each Grantor shall use proper statutory notice in connection with its use of each item of material Intellectual Property Collateral. (e) Each Grantor shall take all reasonable steps which it or the Collateral Agent deems reasonable and appropriate under the circumstances to preserve and protect each item of its material Trademarks included in the Intellectual Property CollateralCollateral material to the business of the Grantors, taken as a whole, including, without limitation, taking all reasonable steps which it deems appropriate under the circumstances to maintain substantially maintaining the quality of any and all products or services used or provided in connection with any of the material Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all reasonable steps which it deems appropriate under the circumstances necessary to ensure that all licensed users of any of the material Trademarks use such consistent standards of quality. (ef) With respect to its Intellectual Property Collateral, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the Canadian Intellectual Property Office and any other governmental authorities necessary to register, file or record perfect the security interest hereunder in such Intellectual Property Collateral. (fg) Each entity which executes Grantor agrees that should it obtain an ownership interest in or license to any item of the type set forth in Section 1(g) that is not on the date hereof a Canadian Security Agreement Supplement (as hereinafter defined) as Grantor shall execute and deliver to the Agent with such written notice, or otherwise authenticate, an agreement substantially in the form part of Exhibit B hereto or otherwise in form and substance satisfactory to the Agent (an “IP Security Agreement Supplement”) identifying the Intellectual Property Collateral pledged by such Grantor, which IP Security Agreement Supplement shall be recorded with the Canadian (“After-Acquired Intellectual Property Office and any other governmental authorities necessary to register, file or record the security interest hereunder in such Intellectual Property Collateral.Property”)

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral material to the business of the Grantors, each Grantor agrees to take, at its expense, all commercially reasonable steps as determined in Grantor's reasonable discretion, including, without limitation, in the Canadian Intellectual Property Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor's reasonable business discretion) of each patent, trademark, or copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the Canadian Intellectual Property Office or other governmental authorities, the filing of applications for renewal or extension, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings initiated by third parties, in each case except where the failure to so file, register, maintain or participate is not reasonably likely to have a Material Adverse Effect. No Grantor shall, without the written consent of the Agent, which shall not be unreasonably withheld or delayed, discontinue use of or otherwise abandon any such material Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor shall have reasonably determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer reasonably necessary or desirable in the conduct of such Grantor's business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect. (b) Until the termination of the Credit Agreement, each Grantor agrees to provide, annually to the Agent an updated Schedule of its Patents, Trademarks and registered Copyrights. (c) In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral is being infringed, misappropriated or otherwise violated by a third party in any material respect, such Grantor shall take such commercially reasonable actions determined in its reasonable discretion, at its expense, to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement, misappropriation or other violation and for an injunction against such infringement, misappropriation or other violation. (d) Each Grantor shall take all reasonable steps which it deems appropriate under the circumstances to preserve and protect each item of its material Trademarks included in the Intellectual Property Collateral, including, without limitation, taking all reasonable steps which it deems appropriate under the circumstances to maintain substantially the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all reasonable steps which it deems appropriate under the circumstances to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) With respect to its Intellectual Property Collateral, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit A hereto or otherwise in form and substance satisfactory to the Agent (an “"Intellectual Property Security Agreement”"), for recording the security interest granted hereunder to the Agent in such Intellectual Property Collateral with the Canadian Intellectual Property Office and any other governmental authorities necessary to register, file or record the security interest hereunder in such Intellectual Property Collateral. (f) Each entity which executes a Canadian Security Agreement Supplement (as hereinafter defined) as Grantor shall execute and deliver to the Agent with such written notice, or otherwise authenticate, an agreement substantially in the form of Exhibit B hereto or otherwise in form and substance satisfactory to the Agent (an “"IP Security Agreement Supplement”") identifying the Intellectual Property Collateral pledged by such Grantor, which IP Security Agreement Supplement shall be recorded with the Canadian Intellectual Property Office and any other governmental authorities necessary to register, file or record the security interest hereunder in such Intellectual Property Collateral.

As to Intellectual Property Collateral. (a) With respect to each item of its material Intellectual Property Collateral material to owned by the business of Canadian Borrower, the Grantors, each Grantor Canadian Borrower agrees to take, at its expense, all commercially reasonable steps as determined in Grantor's reasonable discretionsteps, including, without limitation, in the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office and any other governmental authorityauthority located in the United States or Canada, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) if consistent with the reasonable business judgment of the Canadian Borrower, pursue the registration and maintenance (in accordance with the exercise of such Grantor's reasonable business discretion) of each patent, trademark, or copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantorowned by the Canadian Borrower, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under the Trade-Marks Act (Canada), the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings initiated by third parties, in each case except where the failure to so file, register, maintain or participate is not reasonably likely to have a Material Adverse Effectproceedings. No Grantor shallThe Canadian Borrower shall not, without the written consent of the Collateral Agent, which shall not be unreasonably withheld or delayed, discontinue use of or otherwise abandon any such of its material Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor the Canadian Borrower shall have reasonably previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer reasonably necessary or desirable in the conduct of such Grantor's business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect.Canadian Borrower’s business. CWD - Canadian Security Agreement (b) Until The Canadian Borrower agrees promptly to notify the termination Collateral Agent if the Canadian Borrower becomes aware that any item of Intellectual Property Collateral material to the conduct of its business may have become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding the Canadian Borrower’s ownership of any of such Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, unless the maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of the Credit Agreement, each Grantor agrees to provide, annually to the Agent an updated Schedule of its Patents, Trademarks and registered CopyrightsCanadian Borrower’s business. (c) In the event that any Grantor the Canadian Borrower becomes aware that any material item of the its Intellectual Property Collateral is being infringed, infringed or misappropriated or otherwise violated by a third party in any material respectway that would reasonably be expected to have a Material Adverse Effect, such Grantor the Canadian Borrower shall promptly notify the Collateral Agent and shall take such commercially reasonable actions determined in its reasonable discretionactions, at its expense, as the Canadian Borrower or the Collateral Agent reasonably deems appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement, infringement or misappropriation or other violation and for an injunction against such infringement, misappropriation infringement or other violationmisappropriation. (d) Each Grantor The Canadian Borrower shall not do or permit any act or knowingly omit to do any act whereby any Intellectual Property Collateral material to the conduct of its business may lapse or become invalid or unenforceable or placed in the public domain, unless the maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of the Canadian Borrower’s business. (e) The Canadian Borrower shall take all commercially reasonable steps which it or the Collateral Agent (during the continuation of an Event of Default) reasonably deems appropriate under the circumstances to preserve and protect each item of its material Trademarks included in the Intellectual Property Collateral, including, without limitation, taking all reasonable steps which it deems appropriate under the circumstances to maintain substantially maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all reasonable steps which it deems appropriate under the circumstances necessary to ensure that all licensed licenced users of any of the Trademarks use such consistent standards of quality. (ef) With respect to its Intellectual Property Collateral, each Grantor the Canadian Borrower agrees to execute or otherwise authenticate an agreementacknowledgement, in substantially the form set forth in Exhibit A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Acknowledgement”) and an agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office and any other U.S. or Canadian governmental authorities necessary to register, file or record perfect the security interest hereunder in such Intellectual Property Collateral. (fg) Each entity which executes The Canadian Borrower agrees that should it obtain an ownership interest in any item of the type set forth in Section 1(o) that is not on the date hereof a Canadian Security Agreement Supplement (as hereinafter defined) as Grantor shall execute and deliver to the Agent with such written notice, or otherwise authenticate, an agreement substantially in the form part of Exhibit B hereto or otherwise in form and substance satisfactory to the Agent (an “IP Security Agreement Supplement”) identifying the Intellectual Property Collateral pledged by such Grantor, which IP Security Agreement Supplement shall be recorded with the Canadian (“After-Acquired Intellectual Property Office and any other governmental authorities necessary to register, file or record the security interest hereunder in such Intellectual Property Collateral.Property”)

As to Intellectual Property Collateral. (a) With respect to each item of its material Intellectual Property Collateral material to owned by the business of Canadian Borrower, the Grantors, each Grantor Canadian Borrower agrees to take, at its expense, all commercially reasonable steps as determined in Grantor's reasonable discretionsteps, including, without limitation, in the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office and any other governmental authorityauthority located in the United States or Canada, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) if consistent with the reasonable business judgment of the Canadian Borrower, pursue the registration and maintenance (in accordance with the exercise of such Grantor's reasonable business discretion) of each patent, trademark, industrial design, or copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantorowned by the Canadian Borrower, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under the Trade-Marks Act (Canada), the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings initiated by third parties, in each case except where the failure to so file, register, maintain or participate is not reasonably likely to have a Material Adverse Effectproceedings. No Grantor shallThe Canadian Borrower shall not, without the written consent of the Collateral Agent, which shall not be unreasonably withheld or delayed, discontinue use of or otherwise abandon any such of its material Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor the Canadian Borrower shall have reasonably previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer reasonably necessary or desirable in the conduct of such Grantor's business and that the loss thereof would not be reasonably likely to have a Material Adverse EffectCanadian Borrower’s business. (b) Until The Canadian Borrower agrees promptly to notify the termination Collateral Agent if the Canadian Borrower becomes aware that any item of Intellectual Property Collateral material to the conduct of its business may have become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding the Canadian Borrower’s ownership of any of such Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, unless the maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of the Credit Agreement, each Grantor agrees to provide, annually to the Agent an updated Schedule of its Patents, Trademarks and registered CopyrightsCanadian Borrower’s business. (c) In the event that any Grantor the Canadian Borrower becomes aware that any material item of the its Intellectual Property Collateral is being infringed, infringed or misappropriated or otherwise violated by a third party in any material respectway that would reasonably be expected to have a Material Adverse Effect, such Grantor the Canadian Borrower shall promptly notify the Collateral Agent and shall take such commercially reasonable actions determined in its reasonable discretionactions, at its expense, as the Canadian Borrower or the Collateral Agent reasonably deems appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement, infringement or misappropriation or other violation and for an injunction against such infringement, misappropriation infringement or other violationmisappropriation. (d) Each Grantor The Canadian Borrower shall not do or permit any act or knowingly omit to do any act whereby any Intellectual Property Collateral material to the conduct of its business may lapse or become invalid or unenforceable or placed in the public domain, unless the maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of the Canadian Borrower’s business. (e) The Canadian Borrower shall take all commercially reasonable steps which it or the Collateral Agent (during the continuation of an Event of Default) reasonably deems appropriate under the circumstances to preserve and protect each item of its material Trademarks included in the Intellectual Property Collateral, including, without limitation, taking all reasonable steps which it deems appropriate under the circumstances to maintain substantially maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all reasonable steps which it deems appropriate under the circumstances necessary to ensure that all licensed licenced users of any of the Trademarks use such consistent standards of quality. (ef) With respect to its Intellectual Property Collateral, each Grantor the Canadian Borrower agrees to execute or otherwise authenticate (i) at the request of Collateral Agent, an agreementacknowledgement, in substantially the form set forth in Exhibit A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Acknowledgement”) and (ii) an agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office and any other U.S. or Canadian governmental authorities necessary to register, file or record perfect the security interest hereunder in such Intellectual Property Collateral. (fg) Each entity which executes The Canadian Borrower agrees that should it obtain an ownership interest in any item of the type set forth in Section 1(o) that is not on the date hereof a Canadian Security Agreement Supplement (as hereinafter defined) as Grantor shall execute and deliver to the Agent with such written notice, or otherwise authenticate, an agreement substantially in the form part of Exhibit B hereto or otherwise in form and substance satisfactory to the Agent (an “IP Security Agreement Supplement”) identifying the Intellectual Property Collateral pledged by such Grantor, which IP Security Agreement Supplement shall be recorded with the Canadian (“After-Acquired Intellectual Property Office and any other governmental authorities necessary to register, file or record the security interest hereunder in such Intellectual Property Collateral.Property”)