Common use of IP Collateral Clause in Contracts

IP Collateral. (a) Borrower agrees that it will not and shall not permit Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to not, do any act, or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act), whereby any material IP Collateral would be reasonably likely to become invalidated, abandoned or dedicated to the public. (b) Borrower (either through itself or its licensees or sublicensees) shall, and shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, as to each material Trademark included in the IP Collateral, reasonably maintain the quality of the products and services offered under such Trademark. Borrower shall cause Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, not amend, modify or terminate the CPLV Trademark License Agreement or the CPLV Trademark Security Agreement without the prior written consent of Administrative Agent. (c) If Borrower or Mortgage Borrower shall, at any time after the date hereof, obtain any additional rights under CPLV Intellectual Property or IP Licenses (including any security interests therein), then the provisions of this Agreement and the Mortgage Loan Agreement shall automatically apply (to the extent permitted under the terms of any such IP License) thereto to the extent of Mortgage Borrower’s interest therein and any such Intellectual Property and/or IP Licenses shall automatically constitute IP Collateral and Collateral and shall be subject to the lien and security interest created by the IP Security Agreement, and any other Mortgage Loan Document without further action by any party. (d) Borrower shall promptly notify Administrative Agent if Borrower knows or has reason to know that any IP Collateral that is material to the use, ownership, management, leasing, renovation, financing, development, operation and maintenance of the Property is reasonably likely to become inadvertently abandoned or dedicated to the public, or of any final adverse determination or development (including the institution of, or any such final materially adverse determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, or any court or similar office of any other country, but excluding any determinations of Intellectual Property Offices issued in the ordinary course of prosecuting an Intellectual Property application) regarding Mortgage Borrower’s ownership of such IP Collateral or, its right to register or maintain the same. (e) If Borrower knows that any IP Collateral has been or is being misappropriated, diluted, infringed, or otherwise violated by a third party in such a manner that would reasonably be expected to have a Material Adverse Effect on the IP Collateral or Mortgage Borrower’s interest therein or the condition (financial or otherwise) or business of Borrower, Mortgage Borrower or the condition or ownership of the IP Collateral, then Borrower shall promptly notify Administrative Agent and shall cause Mortgage Borrower to take reasonable and appropriate actions to protect Mortgage Borrower’s rights in such IP Collateral, such actions to be determined in Borrower’s reasonable business judgment.

IP Collateral. (a) Borrower agrees that it will not and shall not permit Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to not, do any act, or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act), whereby any material IP Collateral would be reasonably likely to become invalidated, abandoned or dedicated to the public. (ba) Borrower (either through itself or its licensees or sublicensees) shall, and shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, as to each material Trademark included in the IP Collateral, reasonably maintain the quality of the products and services offered under such Trademark. Borrower shall cause Mortgage Borrower to, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, not amend, modify or terminate the CPLV Trademark License Agreement or the CPLV Trademark Security Agreement without the prior written consent of Administrative Agent. (cb) If Borrower or Mortgage Borrower shall, at any time after the date hereof, obtain any additional rights under CPLV Intellectual Property or IP Licenses (including any security interests therein), then the provisions of this Agreement and the Mortgage Loan Agreement shall automatically apply (to the extent permitted under the terms of any such IP License) thereto to the extent of Mortgage Borrower’s interest therein and any such Intellectual Property and/or IP Licenses shall automatically constitute IP Collateral and Collateral and shall be subject to the lien and security interest created by the IP Security Agreement, and any other Mortgage Loan Document without further action by any party. (dc) Borrower shall promptly notify Administrative Agent if Borrower knows or has reason to know that any IP Collateral that is material to the use, ownership, management, leasing, renovation, financing, development, operation and maintenance of the Property is reasonably likely to become inadvertently abandoned or dedicated to the public, or of any final adverse determination or development (including the institution of, or any such final materially adverse determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, or any court or similar office of any other country, but excluding any determinations of Intellectual Property Offices issued in the ordinary course of prosecuting an Intellectual Property application) regarding Mortgage Borrower’s ownership of such IP Collateral or, its right to register or maintain the same. (ed) If Borrower knows that any IP Collateral has been or is being misappropriated, diluted, infringed, or otherwise violated by a third party in such a manner that would reasonably be expected to have a Material Adverse Effect on the IP Collateral or Mortgage Borrower’s interest therein or the condition (financial or otherwise) or business of Borrower, Mortgage Borrower or the condition or ownership of the IP Collateral, then Borrower shall promptly notify Administrative Agent and shall cause Mortgage Borrower to take reasonable and appropriate actions to protect Mortgage Borrower’s rights in such IP Collateral, such actions to be determined in Borrower’s reasonable business judgment.

IP Collateral. (a) Borrower agrees that it will not and shall not permit Mortgage Borrower tonot, and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to not, do any act, or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act), whereby any material IP Collateral would be reasonably likely to become invalidated, abandoned or dedicated to the public. (b) Borrower (either through itself or its licensees or sublicensees) shall, and shall cause Mortgage Borrower to and shall cause Mortgage Borrower to use commercially commercial reasonable efforts to cause CPLV Tenant to, as to each material Trademark included in the IP Collateral, reasonably maintain the quality of the products and services offered under such Trademark. Borrower shall cause Mortgage Borrower to, not and shall cause Mortgage Borrower to use commercially reasonable efforts to cause CPLV Tenant to, to not amend, modify or terminate the CPLV Trademark License Agreement or the CPLV Trademark Security Agreement without the prior written consent of Administrative AgentLender. (c) If Borrower or Mortgage Borrower shall, at any time after the date hereof, obtain any additional rights under CPLV Intellectual Property or IP Licenses (including any security interests therein), then the provisions of this Agreement and the Mortgage Loan Agreement shall automatically apply (to the extent permitted under the terms of any such IP License) thereto to the extent of Mortgage Borrower’s interest therein and any such Intellectual Property and/or IP Licenses shall automatically constitute IP Collateral and Collateral and shall be subject to the lien and security interest created by the IP Security Agreement, and or any other Mortgage Loan Document without further action by any party. (d) Borrower shall promptly notify Administrative Agent Lender if Borrower knows or has reason to know that any IP Collateral that is material to the use, ownership, management, leasing, renovation, financing, development, operation and maintenance of the Property is reasonably likely to become inadvertently abandoned or dedicated to the public, or of any final adverse determination or development (including the institution of, or any such final materially adverse determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, or any court or similar office of any other country, but excluding any determinations of Intellectual Property Offices issued in the ordinary course of prosecuting an Intellectual Property application) regarding Mortgage Borrower’s ownership of such IP Collateral or, its right to register or maintain the same. (e) If Borrower knows that any IP Collateral has been or is being misappropriated, diluted, infringed, or otherwise violated by a third party in such a manner that would reasonably be expected to have a Material Adverse Effect on the IP Collateral or Mortgage Borrower’s interest therein or the condition (financial or otherwise) or business of Borrower, Mortgage Borrower or the condition or ownership of the IP Collateral, then Borrower shall promptly notify Administrative Agent Lender and shall cause Mortgage Borrower to take reasonable and appropriate actions to protect Mortgage Borrower’s rights in such IP Collateral, such actions to be determined in Borrower’s reasonable business judgment. (f) Upon the occurrence and during the continuance of any Event of Default, Borrower shall use commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each IP License to, if necessary, and if permissible under the terms of such IP License, effect the assignment of Borrower’s right, title, and interest in such IP License to Lender. (g) There shall be no Liens with respect to, or upon, or no restrictions on the transferability of the IP Collateral, other than the Permitted Encumbrances and as set forth in the IP Licenses.