Common use of Duties of the Borrower Clause in Contracts

Duties of the Borrower. The Borrower shall have the duty (i) to prosecute diligently any trademark application that is part of the Trademarks pending as of the date hereof or thereafter until the obligations shall have been paid in full, (ii) to make applications on trademarks, as appropriate, and (iii) to preserve and maintain all rights in trademark applications, trademarks, trademark registrations, service marks, and service xxxx registrations, that are part of the Trademarks except, in the case of (i) or (iii), where the failure to do so would not have or be reasonably expected to have a Material Adverse Effect. Any expenses incurred in connection with such applications shall be borne by the Borrower. The Borrower agrees to retain an experienced trademark attorney for the filing and prosecution of all such applications and other proceedings. The Borrower shall not abandon any right to file a trademark application in the United States or any pending trademark application in any country without the prior written consent of the Agent except as would not have or be reasonably expected to have a Material Adverse Effect. If the Borrower fails to comply with any of the foregoing duties, the Agent shall have the right (but shall not be obligated) to do so in the Borrower's name to the extent permitted by law, but at the Borrower's expense, and the Borrower hereby agrees to reimburse the Agent in full for all expenses, including the fees and disbursements of counsel incurred by the Agent in protecting, defending and maintaining the Collateral. In the event that the Borrower shall fail to pay when due any fees required to be paid by it hereunder, or shall fail to discharge any Lien prohibited hereby, or shall fail to comply with any other duty hereunder, the Agent may, but shall not be required to, pay, satisfy, discharge or bond the same for the account of the Borrower, and all monies so paid out shall be Obligations of the Borrower repayable on demand, together with interest at the fluctuating rate applicable to Base Rate Loans under the Credit Agreement.

Duties of the Borrower. The Subject to the second sentence of this Section 8, the Borrower shall have the duty (i) to prosecute diligently any patent application, trademark application or service xxxx application that is part of the Trademarks pending as of the date hereof or thereafter hereafter until the obligations shall have been paid in full, termination of this Agreement and (ii) to make applications on trademarksany application for and diligently prosecute the registration of (x) any trademark or service xxxx that the Borrower has not created as of the date hereof which the Administrative Agent, as appropriateafter consultation with the Borrower, reasonably determines may have significant value and (iiiy) to preserve and maintain all rights in trademark applications, trademarks, trademark registrations, service marks, and service xxxx registrations, that are part of the Trademarks except, in the case of any unpatented but patentable invention. The Borrower further agrees (i) not to abandon any Trademark or (iii), where License without the failure to do so prior written consent of the Administrative Agent if such abandonment would not have or be reasonably expected to have a Material Adverse Effect, and (ii) to use its reasonable best efforts to obtain and maintain in full force and effect the Patents, the Trademarks and the Licenses that are or shall be necessary or economically desirable in the operation of the Borrower's business. Any expenses incurred in connection with such applications the foregoing shall be borne by the Borrower. The Borrower agrees to retain an experienced trademark attorney for Neither the filing and prosecution of all such applications and other proceedings. The Borrower shall not abandon any right to file a trademark application in the United States or any pending trademark application in any country without the prior written consent of the Administrative Agent except as would not have or be reasonably expected to have a Material Adverse Effect. If the Borrower fails to comply with nor any of the foregoing dutiesLenders shall have any duty with respect to the Patents, Trademarks and Licenses. Without limiting the generality of the foregoing, neither the Administrative Agent nor any of the Lenders shall be under any obligation to take any steps necessary to preserve rights in the Patents, the Trademarks or Licenses against any other parties, but the Administrative Agent shall have the right (but shall not be obligated) to may do so in at its option from and after the Borrower's name to the extent permitted by law, but at the Borrower's expenseoccurrence of an Event of Default, and the Borrower hereby agrees to reimburse the Agent all expenses incurred in full for all expenses, including the fees and disbursements of counsel incurred by the Agent in protecting, defending and maintaining the Collateral. In the event that the Borrower connection therewith shall fail to pay when due any fees required to be paid by it hereunder, or shall fail to discharge any Lien prohibited hereby, or shall fail to comply with any other duty hereunder, the Agent may, but shall not be required to, pay, satisfy, discharge or bond the same for the sole account of the Borrower, Borrower and all monies so paid out shall be added to the Obligations of the Borrower repayable on demand, together with interest at the fluctuating rate applicable to Base Rate Loans under the Credit Agreementsecured hereby.

Duties of the Borrower. The Borrower shall have the duty (ia) to prosecute diligently any trademark application or service mark application that is part of the Trademarks pending as of the daxx xereof or hereafter until the termination of this Agreement, (b) prosecute diligently any patent application that is part of the Patents pending as of the date hereof or thereafter hereafter until the obligations shall have been paid in full, (ii) to make applications on trademarks, as appropriate, termination of this Agreement and (iiic) take all reasonable and necessary action to preserve and maintain all of the Borrower's rights in trademark applicationsthe Trademarks, trademarksthe Patents and the Licenses, trademark registrationsincluding, service markswithout limitation, and service xxxx registrationsthe commencement of legal action for any infringement thereof by a third party that materially impairs the value of the Collateral; PROVIDED, HOWEVER, that are part the Borrower shall not be obligated to take any of the Trademarks exceptforegoing actions unless the failure to take such actions would be reasonably likely to have a material adverse effect on either (x) the business, in operations or condition of the case Borrower or (y) the security interests of the Lender held pursuant to this Agreement. The Borrower further agrees (i) not to abandon any Trademark, Patent or License without the prior written consent of the Lender and (iii)ii) to use its best efforts to maintain in full force and effect the Trademarks, where Patents and Licenses, including, without limitation, the timely payment of any maintenance fees for the Patents and/or the Trademarks; PROVIDED, HOWEVER, that the Borrower shall not be obligated to take any of the foregoing actions unless the failure to do so take such actions would not have or be reasonably expected likely to have a Material Adverse Effect. material adverse effect on either (x) the business, operations or condition of the Borrower or (y) the security interests of the Lender held pursuant to this Agreement.. Any expenses incurred in connection with such applications the foregoing shall be borne by the Borrower. The Borrower agrees to retain an experienced trademark attorney for the filing and prosecution of all such applications and other proceedings. The Borrower Lender shall not abandon have any right duty with respect to file a trademark application in the United States Trademarks, the Patents or any pending trademark application in any country without the prior written consent Licenses. Without limiting the generality of the Agent except as would not have or be reasonably expected to have a Material Adverse Effect. If the Borrower fails to comply with any of the foregoing dutiesforegoing, the Agent shall have the right (but Lender shall not be obligated) under any obligation to do so take any steps necessary to preserve rights in the Borrower's name Trademarks, the Patents or the Licenses against any other parties, but the Lender may do so, at its option, (x) if the Lender does not receive written confirmation of the payment of maintenance fees for the Patents and/or the Trademarks at least twenty (20) days prior to the extent permitted by lawdue date for such payments, but at in which event the Borrower's expenseLender may pay such fees ("Nonpayment of Maintenance Fees") or (y) from and after the occurrence and during the continuance of an Event of Default, and the Borrower hereby agrees to reimburse the Agent all expenses incurred in full for all connection with clauses (x) and (y) of this Section 14 (including, without limitation, reasonable fees and expenses, including legal fees, of the fees and disbursements of counsel incurred by the Agent in protecting, defending and maintaining the Collateral. In the event that the Borrower Lender) shall fail to pay when due any fees required to be paid by it hereunder, or shall fail to discharge any Lien prohibited hereby, or shall fail to comply with any other duty hereunder, the Agent may, but shall not be required to, pay, satisfy, discharge or bond the same for the sole account of the Borrower, Borrower and all monies so paid out shall be added to the Obligations of the Borrower repayable on demand, together with interest at the fluctuating rate applicable to Base Rate Loans under the Credit Agreementsecured hereby.

Duties of the Borrower. The Subject to the second sentence of this Section 8, the Borrower shall have the duty (i) to prosecute diligently any patent application, trademark application or service mark xxxlication that is part of the Trademarks pending as of the date hereof or thereafter hereafter until the obligations shall have been paid in full, termination of this Agreement and (ii) to make applications on trademarksany application for and diligently prosecute the registration of (x) any trademark or service mark xxxt the Borrower has not created as of the date hereof which the Administrative Agent, as appropriateafter consultation with the Borrower, reasonably determines may have significant value and (iiiy) to preserve and maintain all rights in trademark applications, trademarks, trademark registrations, service marks, and service xxxx registrations, that are part of the Trademarks except, in the case of any unpatented but patentable invention. The Borrower further agrees (i) not to abandon any Trademark or (iii), where License without the failure to do so prior written consent of the Administrative Agent if such abandonment would not have or be reasonably expected to have a Material Adverse Effect, and (ii) to use its reasonable best efforts to obtain and maintain in full force and effect the Patents, the Trademarks and the Licenses that are or shall be necessary or economically desirable in the operation of the Borrower's business. Any expenses incurred in connection with such applications the foregoing shall be borne by the Borrower. The Borrower agrees to retain an experienced trademark attorney for Neither the filing and prosecution of all such applications and other proceedings. The Borrower shall not abandon any right to file a trademark application in the United States or any pending trademark application in any country without the prior written consent of the Administrative Agent except as would not have or be reasonably expected to have a Material Adverse Effect. If the Borrower fails to comply with nor any of the foregoing dutiesLenders shall have any duty with respect to the Patents, Trademarks and Licenses. Without limiting the generality of the foregoing, neither the Administrative Agent nor any of the Lenders shall be under any obligation to take any steps necessary to preserve rights in the Patents, the Trademarks or Licenses against any other parties, but the Administrative Agent shall have the right (but shall not be obligated) to may do so in at its option from and after the Borrower's name to the extent permitted by law, but at the Borrower's expenseoccurrence of an Event of Default, and the Borrower hereby agrees to reimburse the Agent all expenses incurred in full for all expenses, including the fees and disbursements of counsel incurred by the Agent in protecting, defending and maintaining the Collateral. In the event that the Borrower connection therewith shall fail to pay when due any fees required to be paid by it hereunder, or shall fail to discharge any Lien prohibited hereby, or shall fail to comply with any other duty hereunder, the Agent may, but shall not be required to, pay, satisfy, discharge or bond the same for the sole account of the Borrower, Borrower and all monies so paid out shall be added to the Obligations of the Borrower repayable on demand, together with interest at the fluctuating rate applicable to Base Rate Loans under the Credit Agreementsecured hereby.

Duties of the Borrower. The Borrower shall have the duty (ia) to prosecute diligently any trademark application or service xxxx application that is part of the Trademarks pending as of the date hereof or thereafter hereafter until the obligations shall have been paid in fulltermination of this Agreement, (iib) to make applications on trademarks, prosecute diligently any patent application that is part of the Patents pending as appropriate, of the date hereof or hereafter until the termination of this Agreement and (iiic) take all reasonable and necessary action to preserve and maintain all of the Borrower's rights in trademark applicationsthe Trademarks, trademarksthe Patents and the Licenses, trademark registrationsincluding, service markswithout limitation, and service xxxx registrationsthe commencement of legal action for any infringement thereof by a third party that materially impairs the value of the Collateral; PROVIDED, HOWEVER, that are part the Borrower shall not be obligated to take any of the Trademarks exceptforegoing actions unless the failure to take such actions would be reasonably likely to have a material adverse effect on either (x) the business, in operations or condition of the case Borrower or (y) the security interests of the Lender held pursuant to this Agreement. The Borrower further agrees (i) not to abandon any Trademark, Patent or License without the prior written consent of the Lender and (iii)ii) to use its best efforts to maintain in full force and effect the Trademarks, where Patents and Licenses, including, without limitation, the timely payment of any maintenance fees for the Patents and/or the Trademarks; PROVIDED, HOWEVER, that the Borrower shall not be obligated to take any of the foregoing actions unless the failure to do so take such actions would not have or be reasonably expected likely to have a Material Adverse Effect. material adverse effect on either (x) the business, operations or condition of the Borrower or (y) the security interests of the Lender held pursuant to this Agreement.. Any expenses incurred in connection with such applications the foregoing shall be borne by the Borrower. The Borrower agrees to retain an experienced trademark attorney for the filing and prosecution of all such applications and other proceedings. The Borrower Lender shall not abandon have any right duty with respect to file a trademark application in the United States Trademarks, the Patents or any pending trademark application in any country without the prior written consent Licenses. Without limiting the generality of the Agent except as would not have or be reasonably expected to have a Material Adverse Effect. If the Borrower fails to comply with any of the foregoing dutiesforegoing, the Agent shall have the right (but Lender shall not be obligated) under any obligation to do so take any steps necessary to preserve rights in the Borrower's name Trademarks, the Patents or the Licenses against any other parties, but the Lender may do so, at its option, (x) if the Lender does not receive written confirmation of the payment of maintenance fees for the Patents and/or the Trademarks at least twenty (20) days prior to the extent permitted by lawdue date for such payments, but at in which event the Borrower's expenseLender may pay such fees ("Nonpayment of Maintenance Fees") or (y) from and after the occurrence and during the continuance of an Event of Default, and the Borrower hereby agrees to reimburse the Agent all expenses incurred in full for all connection with clauses (x) and (y) of this Section 14 (including, without limitation, reasonable fees and expenses, including legal fees, of the fees and disbursements of counsel incurred by the Agent in protecting, defending and maintaining the Collateral. In the event that the Borrower Lender) shall fail to pay when due any fees required to be paid by it hereunder, or shall fail to discharge any Lien prohibited hereby, or shall fail to comply with any other duty hereunder, the Agent may, but shall not be required to, pay, satisfy, discharge or bond the same for the sole account of the Borrower, Borrower and all monies so paid out shall be added to the Obligations of the Borrower repayable on demand, together with interest at the fluctuating rate applicable to Base Rate Loans under the Credit Agreementsecured hereby.