Common use of Dealing With Intellectual Property Clause in Contracts

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense: (a) promptly following its becoming aware thereof, notify Lender 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 such Grantor’s claim of ownership in or right to use any material Intellectual Property Collateral, such Grantor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect; (b) maintain and protect the Intellectual Property Collateral in compliance with, and except as permitted under, the terms of the Credit Agreement; (c) not permit to lapse or become abandoned any Intellectual Property Collateral in compliance with, and except as permitted under, the terms of the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreement; (d) upon such Grantor obtaining knowledge thereof, promptly notify Lender in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any material Intellectual Property Collateral or the ability of such Grantor or Lender to dispose of any material Intellectual Property Collateral or any portion thereof, or the rights and remedies of Lender in relation thereto including a levy or threat of levy or any legal process against any material Intellectual Property Collateral or any portion thereof; (e) not license the Intellectual Property Collateral other than licenses entered into by such Grantor 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 could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lender; (f) diligently keep adequate records respecting its Intellectual Property Collateral; and (g) furnish to Lender from time to time upon Lender’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 the Intellectual Property Collateral as Lender may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense: (a) promptly following its becoming aware thereof, notify Lender the Collateral Agent of any materially 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 such Grantor’s 's claim of ownership in or right to use any material of the Intellectual Property Collateral, such Grantor’s 's right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect; (b) maintain and protect the Intellectual Property Collateral in compliance with, as presently used and except as permitted under, the terms of the Credit Agreementoperated; (c) not permit to lapse or become abandoned any Intellectual Property Collateral in compliance with, as presently used and except as permitted under, the terms of the Credit Agreementoperated, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreementcommercially reasonable business judgment; (d) upon such Grantor obtaining knowledge thereof, promptly notify Lender the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any material the Intellectual Property Collateral or the ability of such Grantor or Lender to dispose of any material Intellectual Property Collateral or any portion thereof, or the rights and remedies of Lender the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any material the Intellectual Property Collateral or any portion thereof; (e) not license the Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the ordinary course of businessCollateral, 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 could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the written consent of Lenderthe Collateral Agent; (f) diligently keep adequate records respecting its Intellectual Property Collateral; and (g) furnish to Lender the Collateral Agent from time to time upon Lender’s the Collateral 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 the Intellectual Property Collateral as Lender the Collateral Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense: (a) promptly following its becoming aware thereof, notify Lender the Purchaser 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 such Grantor’s claim of ownership in or right to use any material of the Intellectual Property Collateral, such Grantor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect; (b) maintain and protect the Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit Purchase Agreement; (c) not permit to lapse or become abandoned any Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit Purchase Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreementcommercially reasonable business judgment; (d) upon such Grantor obtaining knowledge thereof, promptly notify Lender the Purchaser in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any material the Intellectual Property Collateral or Collateral, the ability of such Grantor or Lender the Purchaser to dispose of any material the Intellectual Property Collateral or any portion thereof, thereof or the rights and remedies of Lender the Purchaser in relation thereto including a levy or threat of levy or any legal process against any material the Intellectual Property Collateral or any portion thereof; (e) not license the Intellectual Property Collateral other than licenses entered into by such Grantor 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 could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lenderthe Purchaser; (f) diligently keep adequate records respecting its Intellectual Property Collateral; and (g) furnish to Lender the Purchaser from time to time upon Lenderthe Purchaser’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 the Intellectual Property Collateral as Lender the Purchaser may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shallshall and hereby agrees to, at its Grantor’s sole cost Cost and expenseExpense: (a) 6.2.1 promptly following its becoming aware thereof, notify Lender 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 such Grantor’s claim of ownership in or right to use any material of the Intellectual Property CollateralCollateral material to (i) the use and/or operation of any other Collateral or any Mortgaged Property; (ii) Grantor’s, such Borrower’s and/or any other Corporate Obligor’s business or business operations; and/or (iii) Grantor’s right to register any such Intellectual Property Collateral or its right to keep and maintain any such registration in full force and effect; (b) 6.2.2 maintain and protect the Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit Loan Agreement; (c) 6.2.3 not permit to lapse or become abandoned any Intellectual Property Collateral material to the use and/or operation of any other Collateral or any Mortgaged Property, and/or to Grantor’s, Borrower’s and/or any other Corporate Obligor’s business or business operations, in compliance with, each case as presently used and except operated and as permitted under, contemplated by the terms of the Credit Loan Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit AgreementCollateral absent Lender’s prior written consent; (d) 6.2.4 upon such Grantor obtaining knowledge thereof, promptly notify Lender in writing of any event which may could be reasonably expected to materially and adversely affect the value or utility of all or any part of any material the Intellectual Property Collateral that is material to (i) the use and/or operation of any other Collateral or any Mortgaged Property, (ii) Grantor’s, Borrower’s and/or any other Corporate Obligor’s business or business operations, (iii) the ability of such Grantor or Lender to dispose Dispose of any material the Intellectual Property Collateral or any portion thereof, or and/or (iv) the rights and remedies of Lender in relation thereto including a thereto, including, without limitation, any levy or threat of levy or any legal process against any material the Intellectual Property Collateral or any portion thereof; (e) 6.2.5 not license the Intellectual Property Collateral other than Collateral, expressly excluding licenses entered into by such Grantor 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 could materially impair in the reasonable business judgment of Grantor, the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the prior written consent of Lender; (f) 6.2.6 diligently keep adequate records respecting its Intellectual Property Collateral; and (g) 6.2.7 furnish to Lender from time to time upon Lender’s reasonable request therefor reasonably detailed statements and amended schedules (including to the Perfection Certificate, as the case may be) further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as Lender may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense: : (a) promptly following its becoming aware thereof, notify Lender the Secured Party 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 such Grantor’s claim of ownership in or right to use any material of the Intellectual Property Collateral, such Grantor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect; , (b) maintain and protect the material Intellectual Property Collateral in compliance withas presently used and operated, and except as permitted undershall be consistent with commercially reasonable business judgment, the terms of the Credit Agreement; (c) not permit to lapse or become abandoned any material Intellectual Property Collateral in compliance with, as presently used and operated except as permitted under, the terms of the Credit Agreementshall be consistent with commercially reasonable business judgment, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such material Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreement; commercially reasonable business judgment, (d) upon such Grantor obtaining knowledge thereof, promptly notify Lender the Secured Party in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any material the Intellectual Property Collateral or the ability of such Grantor or Lender the Secured Party to dispose of any material the Intellectual Property Collateral or any portion thereof, thereof or the rights and remedies of Lender the Secured Party in relation thereto including a levy or threat of levy or any legal process against any material the Intellectual Property Collateral or any portion thereof; , (e) not license the Intellectual Property Collateral other than licenses entered into by such Grantor 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 could reasonably be expected to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lender; the Secured Party, (f) diligently keep adequate records respecting its Intellectual Property Collateral; and Collateral and (g) furnish to Lender the Secured Party from time to time upon Lenderthe Secured Party’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 the Intellectual Property Collateral as Lender the Secured Party may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense:, (a) promptly following its becoming aware thereof, notify Lender the Collateral 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 such Grantor’s claim of ownership in or right to use any material of the Material Intellectual Property Collateral, such Grantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect;, (b) maintain and protect the Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, except in compliance with, the Ordinary Course of Business and except as permitted under, the terms of the Credit Agreement;consistent with Grantors’ commercially reasonable business judgment, (c) not permit to lapse or become abandoned any Material Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit AgreementLoan Agreements, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except as shall be in the Ordinary Course of Business and consistent with terms of the Credit Agreement;Grantors’ commercially reasonable business judgment, (d) upon such Grantor obtaining knowledge thereof, promptly notify Lender the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any material the Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or Lender the Collateral Agent to dispose of any material such Material Intellectual Property Collateral or any portion thereofCollateral, or the rights and remedies of Lender in relation thereto including a levy or threat of levy or any legal process against any material the Material Intellectual Property Collateral or any portion thereof;, (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the ordinary course Ordinary Course of businessBusiness, 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 could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lender;the Collateral Agent, (f) diligently keep adequate records respecting its Material Intellectual Property Collateral; , and (g) furnish to Lender the Collateral Agent from time to time upon Lenderthe Collateral 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 the Intellectual Property Collateral as Lender the Collateral Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense:, (a) promptly following its becoming aware thereof, notify Lender the Administrative Agent of any final 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 such Grantor’s 's claim of ownership in or right to use any of the material Intellectual Property Collateral, or such Grantor’s right to register such Intellectual Property Collateral or its 's right to keep and maintain such registration material Intellectual Property Collateral in full force and effect;, (b) maintain and protect the material Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit Loan Agreement;, (c) not permit to lapse or become abandoned any material Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit Loan Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreement;commercially reasonable business judgment, (d) upon such Grantor obtaining knowledge thereof, promptly notify Lender the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any the material Intellectual Property Collateral or the ability of such Grantor or Lender to dispose of any material Intellectual Property Collateral or any portion thereof, or the rights and remedies of Lender the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any material the Intellectual Property Collateral or any portion thereof;, (e) not license the Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the ordinary course of businessCollateral, 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 could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lender;the Administrative Agent (which shall not be unreasonably delayed or withheld), (f) diligently keep adequate records respecting its material Intellectual Property Collateral; , and (g) furnish to Lender the Administrative Agent from time to time upon Lender’s 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 the Intellectual Property Collateral as Lender the Administrative Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense: (a) promptly following its becoming aware thereof, notify Lender the Collateral 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 such Grantor’s 's claim of ownership in or right to use any of the material Intellectual Property Collateral, such Grantor’s 's right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect; (b) maintain and protect the material Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit AgreementNew Notes or any other Loan Documents; (c) not permit to lapse or become abandoned any material Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit AgreementNew Notes or any other Loan Documents, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreementcommercially reasonable business judgment; (d) upon such Grantor obtaining knowledge thereof, promptly notify Lender the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any material the Intellectual Property Collateral or any portion thereof that is material to the use and operation of the Pledged Collateral or Mortgaged Property or the ability of such Grantor or Lender the Collateral Agent to dispose of any material the Intellectual Property Collateral or any portion thereof, thereof or the rights and remedies of Lender the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any material the Intellectual Property Collateral or any portion thereof; (e) not license the Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the ordinary course of businessCollateral, or amend or permit the amendment of any of the existing licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair in the sole judgment of such Grantor, the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lenderthe Collateral Agent; (f) diligently keep adequate records respecting its material Intellectual Property Collateral; and (g) furnish to Lender the Collateral Agent from time to time upon Lender’s reasonable the Collateral Agent's written 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 the Intellectual Property Collateral as Lender the Collateral Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense: (a) promptly following its becoming aware thereof, notify Lender the Collateral Agent of any materially 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 such Grantor’s 's claim of ownership in or right to use any material of the Intellectual Property Collateral, such Grantor’s 's right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect; (b) maintain and protect the material Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit Subscription Agreement; (c) not permit to lapse or become abandoned any material Intellectual Property Collateral in compliance with, as presently used and except as permitted under, the terms of the Credit Agreementoperated, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreementcommercially reasonable business judgment; (d) upon such Grantor obtaining knowledge thereof, promptly notify Lender the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any the material Intellectual Property Collateral or Collateral, the ability of such Grantor or Lender the Collateral Agent to dispose of any material the Intellectual Property Collateral or any portion thereof, or the rights and remedies of Lender the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any material the Intellectual Property Collateral or any portion thereof; (e) not license the Intellectual Property Collateral other than licenses entered into by such Grantor 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 could would materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lender;the Collateral Agent; and (f) diligently keep adequate records respecting its Intellectual Property Collateral; and (g) furnish to Lender the Collateral Agent from time to time upon Lender’s the Collateral 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 the Intellectual Property Collateral as Lender the Collateral Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense: (a) promptly following its becoming aware thereof, notify Lender the Collateral 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 such Grantor’s claim of ownership in or right to use any of the material Intellectual Property Collateral, such Grantor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect; (b) maintain and protect the material Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit Loan Agreement; (c) not permit to lapse or become abandoned any material Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit Loan Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreementcommercially reasonable business judgment; (d) upon such Grantor obtaining actual knowledge after due inquiry thereof, promptly notify Lender the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any the material Intellectual Property Collateral or the ability of such Grantor or Lender to dispose of any material Intellectual Property Collateral or any portion thereof, or the rights and remedies of Lender the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any material the Intellectual Property Collateral or any portion thereof; (e) not license the Intellectual Property Collateral other than licenses entered into by such Grantor 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 could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lenderthe Collateral Agent; (f) diligently keep adequate records respecting its Intellectual Property Collateral; and (g) furnish to Lender the Collateral Agent from time to time upon Lenderthe Collateral 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 the Intellectual Property Collateral as Lender the Collateral Agent may from time to time reasonably request, but no more frequently than once per calendar quarter.

Dealing With Intellectual Property. On a continuing basis, each Each Grantor shall, at its sole cost and expense:, (a) promptly following its becoming aware after any Grantor has obtained knowledge thereof, notify Lender the Collateral Agent of any material and 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 such Grantor’s claim of ownership in or right to use any material of the Material Intellectual Property Collateral, such Grantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect;, (b) maintain and protect the Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreement, except in compliance with, the Ordinary Course of Business and except as permitted under, the terms of the Credit Agreement;consistent with Grantors’ commercially reasonable business judgment, (c) not permit to lapse or become abandoned any Material Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit Loan Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except as shall be in the Ordinary Course of Business and consistent with terms of the Credit Agreement;Grantors’ commercially reasonable business judgment, (d) upon such Grantor obtaining knowledge thereof, promptly notify Lender the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any material the Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or Lender the Collateral Agent to dispose of any material such Material Intellectual Property Collateral or any portion thereofCollateral, or the rights and remedies of Lender in relation thereto including a levy or threat of levy or any legal process against any material the Material Intellectual Property Collateral or any portion thereof;, (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the ordinary course Ordinary Course of businessBusiness or licenses granted to the Revolving Administrative Agent or Revolving Collateral Agent pursuant to the Revolving Loan Documents, 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 could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lender;the Collateral Agent, (f) diligently keep adequate records respecting its Material Intellectual Property Collateral; , and (g) furnish to Lender from time to time upon Lender’s reasonable request therefor the Collateral Agent concurrently with the delivery of a Compliance Certificate reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as Lender the Collateral Agent may from time to time reasonably request.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense: (a) promptly following its becoming aware thereof, notify Lender the Collateral 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 such Grantor’s claim of ownership in or right to use any of the material Intellectual Property Collateral, such Grantor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect; (b) maintain and protect the material Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit AgreementIndenture; (c) not permit to lapse or become abandoned any material Intellectual Property Collateral in compliance with, as presently used and except operated and as permitted under, contemplated by the terms of the Credit AgreementIndenture, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreementcommercially reasonable business judgment; (d) upon such Grantor obtaining actual knowledge after due inquiry thereof, promptly notify Lender the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any the material Intellectual Property Collateral or the ability of such Grantor or Lender to dispose of any material Intellectual Property Collateral or any portion thereof, or the rights and remedies of Lender the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any material the Intellectual Property Collateral or any portion thereof; (e) not license the Intellectual Property Collateral other than licenses entered into by such Grantor 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 could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lenderthe Collateral Agent; (f) diligently keep adequate records respecting its Intellectual Property Collateral; and (g) furnish to Lender the Collateral Agent from time to time upon Lenderthe Collateral 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 the Intellectual Property Collateral as Lender the Collateral Agent may from time to time reasonably request, but no more frequently than once per calendar quarter.

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense: (a) promptly following its becoming aware thereof, notify Lender 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 such Grantor’s claim of ownership in or right to use any material Intellectual Property Collateral, such Grantor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect; (b) maintain and protect the Intellectual Property Collateral in compliance with, and except as permitted under, the terms of the Credit Agreement; (c) not permit to lapse or become abandoned any Intellectual Property Collateral in compliance with, and except as permitted under, the terms of the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreement; (d) upon such Grantor obtaining knowledge thereof, promptly notify Lender in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any material Intellectual Property Collateral or the ability of such Grantor or Lender to dispose of any material Intellectual Property Collateral or any portion thereof, or the rights and remedies of Lender in relation thereto including a levy or threat of levy or any legal process against any material Intellectual Property Collateral or any portion thereof; (e) not license the Intellectual Property Collateral other than licenses entered into by such Grantor 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 could would materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lender; (f) diligently keep adequate records respecting its Intellectual Property Collateral; and (g) furnish to Lender from time to time upon Lender’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 the Intellectual Property Collateral as Lender may from time to time reasonably request.