Common use of Protection of Administrative Agent’s Security Clause in Contracts

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense with respect to any Pledged IP Collateral, the failure of which to own (or have rights to) and with respect to actions the failure of which to take would reasonably be expected to have a Material Adverse Effect, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the USPTO or the USCO regarding any such Pledged IP Collateral that would reasonably be expected to have a Material Adverse Effect, (ii) not permit to lapse or become abandoned any such Pledged IP Collateral owned (now or hereafter by such Pledgor); (iii) upon such Pledgor’s obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which will materially and adversely affect the rights and remedies of the Administrative Agent in relation to any such Pledged IP Collateral, including a levy or threat of levy or any legal process against any such Pledged IP Collateral, and (iv) diligently keep adequate records respecting all such Pledged IP Collateral consistent with such Pledgor’s past practices with respect to such records. Nothing in the foregoing clauses (i) through (iv) shall be construed as prohibiting or restricting a Pledgor from effecting any transaction not prohibited by the Credit Agreement (including, without limitation, a transfer, conveyance, sale or other disposition or license not prohibited by the Credit Agreement or this Agreement).