Common use of Security Interest in Intellectual Property Collateral Clause in Contracts

Security Interest in Intellectual Property Collateral. (a) Effective as of the Closing Date, Purchaser does hereby grant to Seller a continuing security interest of first priority in, all of Purchaser’s right, title and interest in, to and under the Intellectual Property Collateral, whether now or hereafter existing, as security for the prompt and complete payment and performance of Purchaser’s obligation under Sections 1.3(c) (including to the extent such payment obligation is accelerated pursuant to Section 1.9(a)) of this Agreement, and, to the extent payment of such obligation is not made when due, interest payable on such payment owed pursuant to Section 1.11 of this Agreement. In furtherance of the foregoing: (i) On a continuing basis, Purchaser will, upon request by Seller, make, execute, acknowledge and deliver, and file and record in the proper filing and recording places in the United States, all such instruments, including appropriate financing and continuation statements and collateral agreements and filings with the United States Patent and Trademark Office, and take all such action as may reasonably be deemed necessary or advisable, or as requested by Seller, to perfect Seller’s security interest in the Intellectual Property Collateral, and otherwise to carry out the intent and purposes of the Intellectual Property Security Agreement, or for assuring and confirming to Seller the grant and perfection of a security interest in all Intellectual Property Collateral; and (ii) Purchaser hereby irrevocably appoints Seller as Purchaser’s attorney-in- fact, with full authority in the place and stead of Purchaser and in the name of Purchaser, Seller or otherwise, from time to time in Seller’s discretion, upon Purchaser’s failure or inability to do so, to take any action and to execute any instrument which Seller may deem necessary or advisable to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, or other notice filings or notations in appropriate filing offices, relative to any of the Intellectual Property Collateral, with prior notice to Purchaser, with all appropriate jurisdictions, as Seller deems appropriate, in order to further perfect or protect Seller’s interest in the Intellectual Property Collateral. (b) This Agreement shall constitute a security agreement for purposes of the UCC in all relevant jurisdictions. In furtherance of the foregoing, Purchaser hereby authorizes Seller to file one or more financing statements (or similar documents) in all relevant jurisdictions with respect to the Intellectual Property Collateral to evidence the granting of the security interest described in this Section 5.9. For greater certainty, Seller shall not file this Agreement in connection with the filing of any such financing statements (or similar documents). (c) The security interests granted pursuant to this Section 5.9 shall remain in full force and effect and continue to be effective should any petition be filed by or against Purchaser for liquidation or reorganization, should Purchaser become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of Purchaser’s property and assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the obligations secured thereby, or any part thereof, are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by Seller, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, such obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.