Common use of After-Acquired Property Clause in Contracts

After-Acquired Property. If any Pledgor, at any time before the satisfaction and discharge of the Indenture in accordance with Section 3.02 of the Supplemental Indenture or a Covenant Termination of the Indenture in accordance with Section 3.03 of the Supplemental Indenture, (i) obtains any rights to any additional Intellectual Property Collateral or (ii) becomes entitled to the benefit of any additional Intellectual Property Collateral or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item and (ii) promptly thereafter, file the instruments and documents provided for in Section 2.2(b) with respect to such item.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Credit Agreement or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item any of the foregoing and (ii) promptly thereafter, file confirm the instruments attachment of the Lien and documents provided for security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 2.2(b) with respect 6.3 by execution of an instrument in form reasonably acceptable to such itemthe Collateral Agent.

After-Acquired Property. If any Pledgorthe Obligor shall, at any time before the satisfaction and discharge Secured Obligations have been paid in full in cash (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Credit Agreement or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (ia) obtains obtain any rights to any additional Intellectual Property Collateral or (iib) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property CollateralProperty, or any improvement on any Intellectual Property CollateralProperty, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (ia) or (iib) of this sentence Section 6.5 with respect to such Pledgor the Obligor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement security agreement without further action by any party. Each Pledgor shall, The Obligor shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item any of the foregoing and (ii) promptly thereafter, file confirm the instruments attachment of the Lien and documents provided for Security Interest created by this security agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 2.2(b) with respect 6.5 by execution of an instrument in form reasonably acceptable to such itemthe Collateral Agent.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Secured Obligations have been paid in full in cash (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Credit Agreement or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (ia) obtains obtain any rights to any additional Intellectual Property Collateral or (iib) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (ia) or (iib) of this sentence Section 6.5 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item any of the foregoing and (ii) promptly thereafter, file confirm the instruments attachment of the Lien and documents provided for security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 2.2(b) with respect 6.5 by execution of an instrument in form reasonably acceptable to such itemthe Collateral Agent.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Secured Obligations have been paid in full or the Commitments of the Indenture in accordance with Section 3.02 Lenders to make any Loan or to issue any Letter of the Supplemental Indenture Credit have expired or a Covenant Termination of the Indenture in accordance with Section 3.03 of the Supplemental Indenture, been sooner terminated (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 7.5 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item any of the foregoing and (ii) promptly thereafter, file confirm the instruments attachment of the Lien and documents provided for security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 2.2(b) with respect 7.5 by execution of an instrument in form acceptable to such itemthe Collateral Agent.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Secured Obligations have been paid in full in cash (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Credit Agreement or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property CollateralProperty, or any improvement on any Intellectual Property CollateralProperty, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence SECTION 6.5 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each With respect to any federally registered Intellectual Property, each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item any of the foregoing and (ii) promptly thereafter, file confirm the instruments attachment of the Lien and documents provided for security interest created by this Agreement to any rights described in Section 2.2(bclauses (i) with respect and (ii) of the immediately preceding sentence of this SECTION 6.5 by execution of an instrument in form reasonably acceptable to such itemthe Collateral Agent.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Secured Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Credit Agreement or the Supplemental Indenture or a Covenant Termination of Collateral Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item any of the foregoing and (ii) promptly thereafter, file confirm the instruments attachment of the Lien and documents provided for security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 2.2(b) with respect 6.3 by execution of an instrument in form reasonably acceptable to such itemthe Collateral Agent.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction Obligations have been fulfilled and discharge paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Credit Agreement or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Administrative Agent written notice of each such item any of the foregoing and (ii) promptly thereafter, file confirm the instruments attachment of the Lien and documents provided for security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 2.2(b) with respect 6.3 by execution of an instrument in form reasonably acceptable to such itemthe Administrative Agent.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Credit Agreement or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Administrative Agent written notice of each such item any of the foregoing and (ii) promptly thereafter, file confirm the instruments attachment of the Lien and documents provided for security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 2.2(b) with respect 6.3 by execution of an instrument in form reasonably acceptable to such itemthe Administrative Agent.

After-Acquired Property. If any PledgorIssuer shall, at any time before the satisfaction and discharge Secured Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Purchase Agreements or the Supplemental Indenture or a Covenant Termination of collateral documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.5 with respect to such Pledgor the Issuers shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien Liens and security interest interests created by this Agreement without further action by any party. Each Pledgor shall, Issuer shall promptly (ix) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item any of the foregoing and (iiy) promptly thereafter, file confirm the instruments attachment of the Liens and documents provided for security interests created by this Agreement to any rights described in clauses (x) and (y) of the immediately preceding sentence of this Section 2.2(b) with respect 6.5 by execution of an instrument in form reasonably acceptable to such itemthe Collateral Agent.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Purchase Agreement or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item any of the foregoing and (ii) promptly thereafterconfirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 6.3 by execution of an instrument in form reasonably acceptable to the Agent and the filing of any instruments or statements as shall be reasonably necessary to preserve, file protect or perfect the instruments Agent’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Agent to modify this Agreement by amending Schedules 12(a) and documents provided for in Section 2.2(b12(b) with respect annexed to the Perfection Certificate to include any Intellectual Property Collateral acquired or arising after the date hereof of such itemPledgor.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Credit Agreement or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, as promptly as reasonably practicable but in no event later than the next date on which the Canadian Borrower is required to deliver information to the Administrative Agent under Section 6.1 of the Credit Agreement, (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Administrative Agent written notice of each such item any of the foregoing and (ii) promptly thereafter, file confirm the instruments attachment of the Lien and documents provided for security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 2.2(b) with respect 6.3 by execution of an instrument in form reasonably acceptable to such itemthe Administrative Agent.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction Obligations have been fulfilled and discharge paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Credit Agreement or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, as promptly as reasonably practicable but in no event later than the next date on which the Canadian Borrower is required to deliver information to the Administrative Agent under Section 6.1 of the Credit Agreement, (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Administrative Agent written notice of each such item any of the foregoing and (ii) promptly thereafter, file confirm the instruments attachment of the Lien and documents provided for security interest created by this Agreement to any rights described in Section 2.2(bclauses (i) with respect to such item.and

After-Acquired Property. If any PledgorPledgor shall, at any time before ----------------------- the satisfaction and discharge Secured Obligations have been paid or the Commitments of the Indenture in accordance with Section 3.02 Banks to make any Loan or to issue any Letter of the Supplemental Indenture Credit have expired or a Covenant Termination of the Indenture in accordance with Section 3.03 of the Supplemental Indenture, been sooner terminated (i) obtains obtain any rights to any additional Intellectual Property Pledged Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Pledged Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property CollateralPatent, or any improvement on any Intellectual Property CollateralPatent, the provisions hereof of this Agreement shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence with respect to such Pledgor shall automatically constitute Intellectual Property Pledged Collateral if such would have constituted Intellectual Property Pledged Collateral at the time of execution hereof of this Agreement, and be subject to the Lien and security interest created by this Agreement without further action by any partyparty other than actions required to perfect such Lien. Each Pledgor shallshall promptly provide to Col- lateral Agent written notice of any of the foregoing. Pledgor agrees, promptly following a request by Collateral Agent, to confirm the attachment of the Lien created by this Agreement to any rights described in clauses (i) and (ii) above if such would have constituted Pledged Collateral at the time of filing execution of the quarterly and annual financial statements required this Agreement by Section 4.04 execution of the Supplemental Indenture, with respect an instrument in form reasonably acceptable to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item and (ii) promptly thereafter, file the instruments and documents provided for in Section 2.2(b) with respect to such itemAgent.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.2 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent Trustee written notice of each such item any of the foregoing and (ii) promptly thereafterconfirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 6.2 by execution of an instrument in form reasonably acceptable to the Trustee and the filing of any instruments or statements as shall be reasonably necessary to preserve, file protect or perfect the instruments Trustee’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Trustee to modify this Agreement by amending Schedules 14(a) and documents provided for in Section 2.2(b14(b) with respect annexed to the Perfection Certificate to include any Intellectual Property Collateral acquired or arising after the date hereof of such itemPledgor.

After-Acquired Property. If any PledgorPledgor shall, at ----------------------- any time before the satisfaction and discharge Secured Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of or the Supplemental Indenture or a Covenant Termination of Collateral Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.5 with respect to such Pledgor shall automatically ----------- constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent Trustee written notice of each such item any of the foregoing and (ii) promptly thereafter, file confirm the instruments attachment of the Lien and documents provided for security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 2.2(b) with respect 6.5 ----------- by execution of an instrument in form reasonably acceptable to such itemthe Trustee.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Credit Agreement or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, ; including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item any of the foregoing and (ii) promptly thereafterconfirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 6.3 by execution of an instrument in form reasonably acceptable to the Agent and the filing of any instruments or statements as shall be reasonably necessary to preserve, file protect or perfect the instruments Agent’s security interests in such Intellectual Property Collateral. Further, Xxxxxxx authorizes the Agent to modify this Agreement by amending Schedules 14(a) and documents provided for in Section 2.2(b14(b) with respect annexed to such itemthe Perfection Certificate to include any Intellectual Property Collateral acquired or arising after the date hereof of Pledgor.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Secured Obligations have been paid or the Commitments of the Indenture in accordance with Section 3.02 Banks to make any Loan or to issue any Letter of the Supplemental Indenture Credit have expired or a Covenant Termination of the Indenture in accordance with Section 3.03 of the Supplemental Indenture, been sooner terminated (i) obtains obtain any rights to any additional Intellectual Property Pledged Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Pledged Collateral or any renewal or extension thereof, including any reissue, division, continuation, DRAFT: March 21, 1997 8:48AM H:\WPCDOCS\1186\141501 or continuation-in-part of any Intellectual Property CollateralPatent, or any improvement on any Intellectual Property CollateralPatent, the provisions hereof of this Agreement shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence with respect to such Pledgor shall automatically constitute Intellectual Property Pledged Collateral if such would have constituted Intellectual Property Pledged Collateral at the time of execution hereof of this Agreement, and be subject to the Lien and security interest created by this Agreement without further action by any partyparty other than actions required to perfect such Lien. Each Pledgor shall, (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent shall promptly provide to the Collateral Agent written notice of each such item any of the foregoing. Pledgor agrees, promptly following a request by Collateral Agent, to confirm the attachment of the Lien created by this Agreement to any rights described in clauses (i) and (ii) promptly thereafter, file above if such would have constituted Pledged Collateral at the instruments and documents provided for time of execution of this Agreement by execution of an instrument in Section 2.2(b) with respect form reasonably acceptable to such itemCollateral Agent.

After-Acquired Property. If any Pledgorthe Company shall, at any time before the satisfaction and discharge Secured Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Purchase Agreements or the Supplemental Indenture or a Covenant Termination of collateral documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 5.5 with respect to such Pledgor the Company shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien Liens and security interest interests created by this Agreement without further action by any party. Each Pledgor shall, The Company shall promptly (ix) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item any of the foregoing and (iiy) promptly thereafter, file confirm the instruments attachment of the Liens and documents provided for security interests created by this Agreement to any rights described in clauses (x) and (y) of the immediately preceding sentence of this Section 2.2(b) with respect 5.5 by execution of an instrument in form reasonably acceptable to such itemthe Collateral Agent.

After-Acquired Property. If any PledgorPledgor shall, at any time before the satisfaction and discharge Obligations have been paid in full (other than contingent indemnification obligations which, pursuant to the provisions of the Indenture in accordance with Section 3.02 of Credit Agreement or the Supplemental Indenture or a Covenant Termination of Security Documents, survive the Indenture in accordance with Section 3.03 of the Supplemental Indenturetermination thereof), (i) obtains obtain any rights to any additional Intellectual Property Collateral or (ii) becomes become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, ; including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in clause (i) or (ii) of this sentence Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall, shall promptly (i) at the time of filing of the quarterly and annual financial statements required by Section 4.04 of the Supplemental Indenture, with respect to any item of Intellectual Property Collateral owned by a Pledgor and applied for, registered or issued in the United States, and any Exclusive Copyright Licenses entered into by a Pledgor, that is not listed on the Schedules hereto or for which a notice hereunder has not previously been provided to the Collateral Agent provide to the Collateral Agent written notice of each such item any of the foregoing and (ii) promptly thereafterconfirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) of the immediately preceding sentence of this Section 6.3 by execution of an instrument in form reasonably acceptable to the Agent and the filing of any instruments or statements as shall be reasonably necessary to preserve, file protect or perfect the instruments Agent’s security interests in such Intellectual Property Collateral. Further, Pledgor authorizes the Agent to modify this Agreement by amending Schedules 14(a) and documents provided for in Section 2.2(b14(b) with respect annexed to such itemthe Perfection Certificate to include any Intellectual Property Collateral acquired or arising after the date hereof of Pledgor.