Common use of Intellectual Property Recording Requirements Clause in Contracts

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications therefor, each Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement in substantially the form of Exhibit B hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor (other than Internet domain names), each Grantor shall execute and deliver to the Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee and which have been recorded in the U.S. Copyright Office, each Grantor shall execute and deliver to the Collateral Agent a Copyright Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Copyrights and Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

Intellectual Property Recording Requirements. (a) In the case of any Collateral Material Intellectual Property (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications thereforPatent Licenses in respect of U.S. Patents for which any Grantor is the licensee and the U.S. Patents are specifically identified, each Grantor shall execute and deliver to the Collateral Agent Trustee a Patent Security Agreement in substantially the form of Exhibit B E hereto (or a supplement thereto) covering all such Patents and Patent Licenses in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentTrustee. (b) In the case of any Collateral Material Intellectual Property (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor (other than Internet domain names)Trademark Licenses in respect of U.S. Trademarks for which any Grantor is the licensee and the U.S. Trademarks are specifically identified, each Grantor shall execute and deliver to the Collateral Agent Trustee a Trademark Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Trademarks and Trademark Licenses in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentTrustee. (c) In the case of any Collateral Material Intellectual Property (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee and which have been recorded in the U.S. Copyright Officeregistrations are specifically identified, each Grantor shall execute and deliver to the Collateral Agent Trustee a Copyright Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Copyrights Copyright and Copyright Licenses is in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral AgentTrustee.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications thereforPatent Licenses in respect of U.S. Patents for which any Grantor is the licensee, each such Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement in substantially the form of Exhibit B 1 hereto (or a supplement thereto) covering all such Patents and Patent Licenses in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor (other than Internet domain names)Trademark Licenses in respect of U.S. Trademarks for which any Grantor is the licensee, each such Grantor shall execute and deliver to the Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit C 2 hereto (or a supplement thereto) covering all such Trademarks and Trademark Licenses in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee and which have been recorded in the U.S. Copyright Officelicensee, each such Grantor shall execute and deliver to the Collateral Agent a Copyright Security Agreement in substantially the form of Exhibit D 3 hereto (or a supplement thereto) covering all such Copyrights Copyright and Copyright Licenses is in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications therefor, each Grantor shall execute and deliver to the Collateral Agent a Trustee Patent Security Agreement Agreements in substantially the form of Exhibit B D hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentTrustee. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor (other than Internet domain names)therefor, each Grantor shall execute and deliver to the Collateral Agent Trustee a Trademark Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentTrustee. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee and which have been recorded in the U.S. Copyright Officelicensee, each Grantor shall (at the time of first acquiring an interest in such U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee) execute and deliver to the Collateral Agent Trustee a Copyright Security Agreement in substantially the form of Exhibit D E hereto (or a supplement thereto) covering all such Copyrights and Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral AgentTrustee.

Intellectual Property Recording Requirements. (a) In the case of any Collateral Material Intellectual Property (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications thereforPatent Licenses in respect of U.S. Patents for which the Grantor is the licensee and the U.S. Patents are specifically identified, each Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement in substantially the form of Exhibit B E hereto (or a supplement thereto) covering all such Patents and Patent Licenses in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral Material Intellectual Property (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor (other than Internet domain names)Trademark Licenses in respect of U.S. Trademarks for which the Grantor is the licensee and the U.S. Trademarks are specifically identified, each Grantor shall execute and deliver to the Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Trademarks and Trademark Licenses in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Col- lateral Agent. (c) In the case of any Collateral Material Intellectual Property (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any the Grantor is the licensee and which have been recorded in the U.S. Copyright Officeregistrations are specifically identified, each Grantor shall execute and deliver to the Collateral Agent a Copyright Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Copyrights Copyright and Copyright Licenses is in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents that are issued by or subject to a pending application before the U.S. Patent and applications thereforTrademark Office and owned by the Grantor, each the Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement in substantially the form of Exhibit B 1 hereto (or a supplement thereto) covering all such Patents Patents, in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks that are registered with or subject to a pending application before the U.S. Patent and applications therefor (other than Internet domain names)Trademark Office and owned by the Grantor, each the Grantor shall execute and deliver to the Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit C 2 hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights registered with the U.S. Copyright Office and exclusive owned by the Grantor, and Copyright Licenses in respect of registered U.S. Copyrights registered with the U.S. Copyright Office for which any the Grantor is the exclusive licensee and which have been recorded in (“Exclusive Copyright Licenses”), the U.S. Copyright Office, each Grantor shall execute and deliver to the Collateral Agent a Copyright Security Agreement in substantially the form of Exhibit D 3 hereto (or a supplement thereto) covering all such Copyrights and Exclusive Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.for

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents patents and pending applications therefor, each Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement in substantially the form of Exhibit B E hereto (or or, on a fiscal quarterly basis, a supplement thereto) thereto covering all such Patents patents and pending applications therefor (in each case, to the extent not already covered by such previous Patent Security Agreement or supplements thereto) in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks federally registered trademarks and pending applications therefor (other than Internet domain names)therefor, each Grantor shall execute and deliver to the Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit C F hereto (or or, on a fiscal quarterly basis, a supplement thereto) thereto covering all such Trademarks trademarks and pending applications therefor (in each case, to the extent not already covered by such previous Trademark Security Agreement or supplements thereto) in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights copyright registrations and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee and which have been recorded in the U.S. Copyright Officelicensee, each Grantor shall execute and deliver to the Collateral Agent a Copyright Security Agreement in substantially the form of Exhibit D G hereto (or or, on a fiscal quarterly basis, a supplement thereto) thereto covering all such Copyrights U.S. copyright registrations and Copyright Licenses (in each case, to the extent not already covered by such previous Copyright Security Agreement or supplements thereto) in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

Intellectual Property Recording Requirements. (a) In the case of With respect to any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications thereforconstituting Material Intellectual Property, each Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement in substantially the form of Exhibit B G hereto (or a supplement thereto) covering all such U.S. Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentAgent in such U.S. Patents. (b) In the case of With respect to any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and (which includes, without limitation, U.S. Trademarks for which applications therefor (other than Internet domain names)are pending that are not excluded under Section 2.2) constituting Material Intellectual Property, each Grantor shall execute and deliver to the Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit C E hereto (or a supplement thereto) covering all such U.S. Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentAgent in such U.S. Trademarks. (c) In the case of With respect to any Collateral (whether now owned or hereafter acquired) consisting of registered (i) U.S. Copyrights constituting Material Intellectual Property and exclusive (ii) Copyright Licenses in respect of registered U.S. Copyrights constituting Material Intellectual Property, and for which any Grantor is the exclusive licensee and which have been recorded in the of such U.S. Copyright OfficeCopyrights, each Grantor shall execute and deliver to the Collateral Agent a Copyright Security Agreement in substantially the form of Exhibit D F hereto (or a supplement thereto) covering all such Copyrights and Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.Agent in such U.S.