Common use of Future Intellectual Property Clause in Contracts

Future Intellectual Property. (a) The provisions of this Agreement shall automatically apply to any such additional property or rights described in subsections (a), (b), (c) and (d) of SECTION 4.12, above, all of which shall be deemed to be and treated as “Intellectual Property” or “Licenses”, as applicable, within the meaning of this Agreement or the Credit Agreement. Upon the acquisition, execution, registration or application by any Grantor of any additional Intellectual Property or material Licenses, or, subject to SECTION 4.03, in the event a deletion of any item is warranted, such as, for example, by virtue of a mistake or any expiration or abandonment of any Intellectual Property or material Licenses, Grantor shall promptly, but in no event more than ninety (90) days thereafter, deliver to the Collateral Agent an updated Exhibit A, B, C and/or D (as applicable) to this Agreement and hereby authorizes the Collateral Agent to file, at such Grantor’s expense, such updated Exhibit as set forth in SECTION 4.13(c). (b) Subject to each Grantor’s obligations in SECTION 4.03, for any item that is deleted in connection with an updated Exhibit pursuant to SECTION 4.13(a), the Collateral Agent shall execute such documents as may be necessary to evidence the release of the Liens on such item within thirty (30) business days of receipt of the updated Exhibit. (c) Upon the reasonable written request of the Collateral Agent, each of the Grantors shall execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request, including but not limited to notices of security interests substantially in the form of Exhibit E (Notice of Security Interest in Trademarks and Patents) or Exhibit F (Notice of Security Interest in Copyrights), as applicable, attached hereto, to evidence the Collateral Agent’s security interest in any Intellectual Property in the United States (including, without limitation, filings with the PTO, the Copyright Office or any similar government office, as applicable), and each of the Grantors hereby appoints the Collateral Agent as its attorney-in-fact for the sole purpose of executing and filing all such writings for the foregoing purposes, all such acts of such attorney being hereby ratified and confirmed; provided, however, the Collateral Agent’s taking of such action shall not be a condition to the creation or perfection of the security interest created hereby.