Common use of Certain Provisions Concerning Intellectual Property Collateral Clause in Contracts

Certain Provisions Concerning Intellectual Property Collateral. Section 6.1 Intellectual Property Collateral Schedule; Grant of Intellectual Property License. (a) Each item of registered Intellectual Property Collateral (and applications therefor) of each Pledgor is set forth on Schedule 6.1 hereto. For the purpose of enabling the Administrative Agent, during the continuance of an Event of Default, to exercise rights and remedies under ARTICLE VIII hereof at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies and for no other purpose, each Pledgor hereby grants to the Administrative Agent, during the continuance of an Event of Default, to the extent it has the legal right to do so, an irrevocable (until the termination of this Agreement; provided that any sublicenses granted by the Administrative Agent during such period shall continue for their term as direct licenses from the relevant Pledgor) and nonexclusive license to use, assign, license or sublicense and otherwise exploit any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof. (b) Each Pledgor shall not do any act or omit to do any act that results in any of the material Intellectual Property Collateral lapsing, or becoming abandoned, dedicated to the public, forfeited or unenforceable, or which would materially adversely affect the validity, grant, or enforceability of the security interest in the material Intellectual Property Collateral granted to the Administrative Agent herein.

Certain Provisions Concerning Intellectual Property Collateral. Section 6.1 4.01. Grant of License to Use Intellectual Property. Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral Schedule; Grant of Intellectual Property License. (a) Each item of registered Intellectual Property Collateral (and applications therefor) of each Pledgor is set forth on Schedule 6.1 hereto. For Collateral, for the purpose of enabling the Administrative Agent, during the continuance of an Event of Default, Collateral Agent to exercise rights and remedies under ARTICLE VIII hereof this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies and for no other purposeremedies, each Pledgor hereby grants Grantor shall, upon request by the Collateral Agent, grant to the Administrative AgentCollateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors and exercisable only after the occurrence and during the continuance continuation of an Event of Default, to the extent it has the legal right to do so, an irrevocable (until the termination of this Agreement; provided that any sublicenses granted by the Administrative Agent during such period shall continue for their term as direct licenses from the relevant Pledgor) and nonexclusive license to use, assign, license or sublicense and otherwise exploit any of the Intellectual Property Collateral now owned or hereafter acquired by such PledgorGrantor, and wherever the same may be located. Such , and including in such license shall include reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout hereof. (b) Each Pledgor thereof; provided, however, that any such license and any such license granted by the Collateral Agent to a third party shall not do any act or omit include reasonable and customary terms and conditions necessary to do any act that results in any preserve the existence, validity and value of the material affected Intellectual Property Collateral, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property Collateral lapsing, or becoming abandoned, dedicated above and beyond (x) the rights to the public, forfeited or unenforceable, or which would materially adversely affect the validity, grant, or enforceability of the security interest in the material such Intellectual Property Collateral granted that each Grantor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 grants, or shall require a Grantor to grant, any license that is prohibited by applicable Law, or is prohibited by, or constitutes a breach or default under or results in the termination of any existing or future contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the Administrative Agent relevant Grantor. Without limiting the foregoing, and notwithstanding the existence of any Event of Default, any license rights granted under the Intellectual Property Collateral hereunder are and shall be subject to all other license rights, existing or future, that are or will be granted by any Grantor to a third party. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.