Common use of As to Intellectual Property Collateral Clause in Contracts

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, and Copyright registration and application for registration, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. a. Grantor (a1) With respect to each item will maintain (in a manner consistent with its historical practices) the quality of its Intellectual Property products and services offered under all of the material Trademark Collateral, each Grantor agrees to take, at its expense, or (2) will employ with all commercially reasonable steps, including, without limitation, in of the U.S. Patent and material Trademark Office, the U.S. Copyright Office and Collateral (whether or not registered with any other governmental authority, to (iOfficial Body) maintain the validity and enforceability an appropriate notice of such trademark, or (3) will employ with all of the material Copyright Collateral an appropriate notice of such copyright, or (4) will employ with any issued Patent within the Patent Collateral an appropriate notice of such registration. b. Grantor will not permit any act to be done (or knowingly omit to do any act) whereby any of the material Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effectmay lapse or become abandoned, and forfeited, invalid, dedicated to the public or unenforceable (ii) pursue the registration and maintenance of each Patent, Trademark, and Copyright registration and application for registration, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 except upon expiration of the U.S. Trademark Act, end of an unrenewable term of a registration thereof) without the filing prior written consent of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that Administrative Agent (x) such Intellectual Property Collateral which consent will not be unreasonably withheld while no Default is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantoroccurring). c. Grantor will promptly notify Administrative Agent if Grantor believes (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know believe) that (1) any application or registration relating to any Patentmaterial item of the Intellectual Property Collateral may become abandoned, Trademark or Copyright material dedicated to the business of such Grantor may become abandoned public, placed in the public domain, invalid or dedicatedunenforceable, or of any (2) there has been or will be an adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applicationsOfficial Body) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright material to item of the business of such GrantorIntellectual Property Collateral, its right to register the same, or its right to keep keep, maintain and maintain enforce the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to d. If Grantor files an application for the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business registration of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. United States Patent and Trademark Office, the U.S. United States Copyright Office and or any other governmental authorities necessary Official Body, then Grantor must notify Administrative Agent thereof within 90 calendar days thereafter, and upon request of Administrative Agent, must promptly execute and deliver any and all agreements, instruments, documents and papers that Administrative Agent may request to perfect the evidence Administrative Agent's security interest hereunder in such Intellectual Property Collateral. e. Grantor will perform all acts and will pay all required fees and taxes (g) Each Grantor agrees that (i) should it obtain an ownership interest including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any other Official Body) to maintain each and every item of material Intellectual Property Collateral in full force and effect in the type set forth in Section 1(p) that is not on the date hereof a part of United States, and to pursue any application filed with respect to the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on including the date hereof a part filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, and interference and cancellation proceedings. f. Grantor will notify the Administrative Agent at such times and in such manner as is required under Section 4.2.2 of the Credit Agreement upon Grantor's acquiring any Intellectual Property Collateral and, upon Administrative Agent's request, Grantor will promptly thereafter record Administrative Agent's interest therein. g. Grantor (1) will protect, defend and maintain the validity and enforceability of the material Intellectual Property Collateral, and (2) will use its best efforts to detect infringements of the material Intellectual Property Collateral and promptly notify Administrative Agent in writing of material infringements detected. h. Grantor, on a continuing basis, will register Grantor's material Trademarks, pursue patent protection for Grantor's material inventions, and register the most recent versions of any of Grantor's material Copyrights. i. Grantor will not enter into any agreement that would materially impair or conflict with Grantor's obligations hereunder with respect to its Intellectual Property Collateral. Grantor will not permit the inclusion in any material contract to which it becomes a party any provisions that could in any way prevent the creation of a security interest in Grantor's rights and interest in any property included within the definition of the Intellectual Property Collateral acquired or licensed under such contracts. Grantor will not arrange for the creation or development of any Intellectual Property Collateral as a "work for hire" without concurrently obtaining an assignment and/or waiver of all rights therein by the author or creator thereof. j. Grantor will promptly notify Administrative Agent in writing upon obtaining knowledge of any event that materially adversely affects (1) the value of any material Intellectual Property Collateral, or (iii2) should it file a Statement the ability of Use Grantor to dispose of any material Intellectual Property Collateral, or an Amendment to Allege Use with respect to (3) the rights and remedies of Administrative Agent in relation thereto, including the levy of any intent-to-use Trademark application that is not on the date hereof a part legal process against any of the Intellectual Property Collateral (collectivelyCollateral. k. Grantor, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply theretoon a continuing basis, will make, execute, acknowledge and deliver, and (y) any such After-Acquired Intellectual Property and, will file and record in the case proper filing and recording places in the United States, all such instruments, collateral agreements and filings (including all appropriate financing and continuation statements) with the United States Patent and Trademarks Office and the Register of TrademarksCopyrights, and any other appropriate official body located in the goodwill symbolized therebyUnited States, shall automatically become part of the as are necessary or advisable to perfect or protect Administrative Agent's security interest in all material Intellectual Property Collateral subject located or deemed located in the United States and otherwise to carry out the terms intent and conditions purpose of this Agreement with respect theretoSecurity Agreement, or for assuring and confirming to Administrative Agent the grant or perfection of a security interest in all Intellectual Property Collateral. 1. Each Grantor shall, concurrently will continue to use each material Trademark within the Trademark Collateral on or in connection with the delivery goods and/or services in each and every Trademark class of financial statements under Section 6.01(b) goods and services applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such material Trademark in full force and effect, free from any claim of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such Afterabandonment for non-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Propertyuse.

As to Intellectual Property Collateral. (a) With Except as otherwise provided in this subsection (a), with respect to each item of its Intellectual Property CollateralCollateral material to the operation of the business of such Grantor, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings; provided, except with respect to each Patent listed on Schedule VII hereto, to the extent such Grantor determines in its reasonable business judgment that (xA) such Intellectual Property Collateral Patent is not no longer material to and has no material value to the operation of the business of any Grantor, (B) the Borrower and the other Grantors have made a commercially reasonable decision to maintain under the circumstances abandon such Patent or permit such Patent to lapse or expire, and (yC) the failure to act lapse, expiration or abandonment of such Patents, either individually or in the aggregate, could not reasonably be expected to materially and adversely affect result in a Material Adverse Effect, the Grantors shall not be required to prosecute or maintain any such Patents (collectively, the “Excluded Patents”) in accordance with this Section 15(a). Other than Excluded Patents, no Grantor shall, without the written consent of the Administrative Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, except for any Intellectual Property Collateral that such Grantor shall have determined in its commercially reasonable judgment is no longer material to the operation of its business of any Grantorso long as such discontinuance or abandonment would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect. (b) Each Grantor shall agrees promptly to notify the Collateral Administrative Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application material item of the Intellectual Property Collateral has become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark of the material Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any material adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any material item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any material item of the Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party, such Grantor shall promptly notify the Administrative Agent and shall take such actions, at its expense, as are reasonable to maintain and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions of others) and omissions could Except as would not reasonably be expected to materially and adversely affect the business result in a Material Adverse Effect, each Grantor shall use all required statutory notices in connection with its use of any Grantor, no each item of its Intellectual Property Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domaindomain other than as permitted under Section 15(a) hereof. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps reasonable steps and appropriate under the circumstances to preserve and protect each material item of its Intellectual Property Collateral, including, without limitation, where reasonable and appropriate maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e, except as permitted under Section 15(a) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateralhereof. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B E hereto or otherwise in form and substance satisfactory to the Collateral Administrative Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Administrative Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other United States governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralCollateral other than with respect to Excluded Patents. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property CollateralCollateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityauthority located in the United States, to (i) maintain the validity and enforceability of such any registered Intellectual Property Collateral (or applications therefor) necessary for the conduct of its business and maintain such Intellectual Property Collateral in full force and effect, effect and (ii) pursue the registration and maintenance of each material Patent, Trademark, and or Copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor that is necessary for the conduct of such Grantor’s business, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of or the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that . (xb) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act Except as could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its material Intellectual Property Collateral may lapse that is necessary for the conduct of its business is reasonably likely to lapse, be terminated, or become invalid or unenforceable or placed in the public domain. domain (d) Except to or in case of a trade secret, lose its competitive value); provided that nothing in this Agreement shall prevent any Grantor from disposing of or discontinuing the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products operation or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users maintenance of any of the Trademarks use its assets or properties if such consistent standards of quality. disposal or discontinuance is (ex) Each determined by such Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to be desirable in the conduct of its business or operations, promptly take such actions as it deems reasonable under and not materially adverse to the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation Lenders and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon (y) permitted by the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property CollateralCredit Agreement. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gc) Each Grantor agrees that (i) that, should it obtain an ownership or other interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral after the Closing Date (collectively, the “After-Acquired Intellectual Property”) ), (xi) the provisions of this Agreement shall automatically apply thereto, thereto and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b. (d) Once every fiscal quarter of the Credit AgreementBorrower, execute with respect to issued or registered Patents (or published applications therefor), registered Trademarks (or applications therefor), and registered Copyrights, in each case to the extent such Patents, Trademarks and Copyrights are registered in the United States, each Grantor shall sign and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Administrative Agent (each, an “appropriate Intellectual Property Security Agreement Supplement”) covering such After-Acquired with respect to all applicable Intellectual Property which owned by it as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Intellectual Property Security Agreement Supplement(s) shall be recorded so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Administrative Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate. (e) Nothing in this Agreement prevents any Grantor from discontinuing the U.S. Copyright Office and use or maintenance of any other governmental authorities necessary or its Intellectual Property Collateral to perfect the security interest hereunder extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such After-Acquired Intellectual Propertydiscontinuance is desirable in the conduct of its business.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Administrative Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Administrative Agent. (b) Each Grantor shall agrees promptly to notify the Collateral Administrative Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark of the Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party, such Grantor shall promptly notify the Administrative Agent and shall take such actions, at its expense, as such Grantor or the Administrative Agent deems reasonable to maintain and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions Each Grantor shall use proper statutory notice in connection with its use of others) and omissions could not reasonably be expected to materially and adversely affect the business each item of any Grantor, no its Intellectual Property Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it or the Administrative Agent deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B F hereto or otherwise in form and substance satisfactory to the Collateral Administrative Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Administrative Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable stepsin the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateral, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, effect and (ii) pursue the registration and maintenance of each Patentpatent, Trademark, and Copyright trademark or copyright registration and or application for registration, now or hereafter included in such the Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall discontinue use of or otherwise abandon any Intellectual Property Collateral, except or abandon any right to the extent file an application for letters patent, trademark or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially be reasonably likely to have a Material Adverse Effect, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business notice of any Grantorsuch abandonment to the Collateral Agent. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor learns (i) that any application material item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark material item of the Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any material item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any material item of the Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party and communicates such awareness to such third party, such Grantor shall reasonably notify the Collateral Agent and shall take such actions, at its expense, as such Grantor deems reasonable to maintain and appropriate under the circumstances to protect such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions Each Grantor shall use commercially reasonable statutory notice in connection with its use of others) and omissions could not reasonably be expected to materially and adversely affect the business each material item of any Grantorits Intellectual Property Collateral. Except as set forth in Section 13(a), no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used offered or provided in connection with under any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B C hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) that, should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that which is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ), (xi) the provisions of this Agreement Section 1 shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill of the business connected therewith or symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each , (iii) with respect to only material items of After-Acquired Intellectual Property, such Grantor shall, concurrently shall give written notice thereof to the Collateral Agent in accordance herewith every calendar quarter and (iv) with respect to registrations and applications for registration of such After-Acquired Intellectual Property which are registered or filed with the delivery of financial statements under Section 6.01(b) of the Credit AgreementU.S. Patent and Trademark Office, U.S. Copyrights Office or order governmental authorities, such Grantor shall execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) Supplement covering such After-Acquired Intellectual Property which Intellectual Property as “Additional Collateral” thereunder and as defined therein, and shall record such IP Security Agreement Supplement(s) shall be recorded Supplement with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property CollateralCollateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityauthority located in the United States, to (i) maintain the validity and enforceability of such any registered Intellectual Property Collateral (or applications therefor) and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, and or Copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of or the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that . (xb) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act Except as could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse lapse, be terminated, or become invalid or unenforceable or placed in the public domaindomain (or in case of a trade secret, lose its competitive value). (dc) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the where failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, each Grantor shall take all commercially reasonable steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent abide by the applicable license’s terms with respect to the standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gd) Each Grantor agrees that (i) that, should it obtain an ownership or other interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral after the Closing Date (collectively, the “After-Acquired Intellectual Property”) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b. (e) Once every fiscal quarter of the Credit AgreementBorrower, execute with respect to issued or registered Patents (or published applications therefor) or Trademarks (or applications therefor), and once every month, with respect to registered Copyrights, each Grantor shall sign and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “appropriate Intellectual Property Security Agreement Supplement”) covering such After-Acquired with respect to all applicable Intellectual Property which owned or exclusively licensed by it as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Intellectual Property Security Agreement Supplement(s) shall be recorded so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Collateral Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate. (f) Nothing in this Agreement prevents any Grantor from discontinuing the U.S. Copyright Office and use or maintenance of any other governmental authorities necessary or its Intellectual Property Collateral to perfect the security interest hereunder extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such After-Acquired Intellectual Propertydiscontinuance is desirable in the conduct of its business.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral (except with respect to any items of Intellectual Property Collateral which such Grantor, in its reasonable business judgment, deems not to be material to the ongoing business of such Grantor), each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of each such item of Intellectual Property Collateral and maintain each such item of Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such the Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to the extent file an application for letters patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor's business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Collateral Agent. (b) Each Except as provided in this Section regarding the discontinuation of use or abandonment of any Intellectual Property Collateral, each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor learns (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development regarding such Grantor's ownership of any of the Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (including ii) of any adverse determination or the institution ofof any proceeding (including, or any such determination or development inwithout limitation, the institution of any proceeding in the United States U.S. Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from court) regarding any item of the Intellectual Property registries in connection with Collateral. (c) In the prosecution event that any Grantor becomes aware that any item of the Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright Collateral material to the business of such GrantorGrantor is being infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take such actions, at its right expense, as such Grantor or the Collateral Agent deems reasonable and appropriate under the circumstances to register the same, or to keep and maintain the same, except with respect to any protect such Intellectual Property Collateral that Grantor is not required to maintain Collateral, including, without limitation, suing for infringement or pursue pursuant to Sections 10(a) misappropriation and for an injunction against such infringement or 10(c)misappropriation. (cd) Each Grantor shall use proper statutory notice in connection with its use of each item of its Intellectual Property Collateral. Except with respect of any item of Intellectual Property Collateral, which such Grantor, in the reasonable exercise of its business judgment, deems not to be material to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the ongoing business of any such Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (de) Except with respect of any item of Intellectual Property Collateral, which such Grantor, in the reasonable exercise of its business judgment, deems not to be material to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the ongoing business of any such Grantor, each Grantor shall take all commercially steps which it or the Collateral Agent deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B C hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”"INTELLECTUAL PROPERTY SECURITY AGREEMENT"), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) that, should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that which is not on the date hereof a part of the Intellectual Property Collateral (collectivelythe "AFTER-ACQUIRED INTELLECTUAL PROPERTY"), the “After-Acquired Intellectual Property”) (xi) the provisions of this Agreement Section 1 shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill of the business connected therewith or symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each , (iii) such Grantor shall, concurrently with shall give prompt written notice thereof to the delivery of financial statements under Section 6.01(bCollateral Agent in accordance herewith and (iv) of the Credit Agreement, such Grantor shall execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) Supplement covering such After-Acquired Intellectual Property which Intellectual Property as "Additional Collateral" thereunder and as defined therein, and shall record such IP Security Agreement Supplement(s) shall be recorded Supplement with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral (except with respect to any items of Intellectual Property Collateral which such Grantor, in its reasonable business judgment, deems not to be material to the ongoing business of such Grantor), each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of each such item of Intellectual Property Collateral and maintain each such item of Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such the Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to . Each Grantor shall give the extent Agent prompt written notice of any applications or registrations of the Intellectual Property Collateral of such Grantor determines in its reasonable business judgment filed with the U.S. Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any, and each Grantor shall give the Agent not less than 30 days prior written notice of the filing of any applications or registrations of the Intellectual Property Collateral of such Grantor filed with the U.S. Copyright Office, including the title of such Intellectual Property Collateral to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed. No Grantor shall, without the written consent of the Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark, or copyright, unless such Grantor shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business conduct of such Grantor’s business, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Agent. (b) Each Except as provided in this Section regarding the discontinuation of use or abandonment of any Intellectual Property Collateral, each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor learns (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patentof the Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or Copyright any court) regarding any item of the Intellectual Property Collateral. (c) In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral material to the business of such GrantorGrantor is being infringed or misappropriated by a third party, such Grantor shall promptly notify the Agent and shall take such actions, at its right expense, as such Grantor or the Agent deems reasonable and appropriate under the circumstances to register the same, or to keep and maintain the same, except with respect to any protect such Intellectual Property Collateral that Grantor is not required to maintain Collateral, including, without limitation, suing for infringement or pursue pursuant to Sections 10(a) misappropriation and for an injunction against such infringement or 10(c)misappropriation. (cd) Each Grantor shall use proper statutory notice in connection with its use of each item of its Intellectual Property Collateral. Except with respect of any item of Intellectual Property Collateral, which such Grantor, in the reasonable exercise of its business judgment, deems not to be material to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the ongoing business of any such Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (de) Except with respect to any item of Intellectual Property Collateral, which such Grantor, in the reasonable exercise of its business judgment, deems not to be material to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the ongoing business of any such Grantor, each Grantor shall take all commercially steps which it or the Agent deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) that, should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that which is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ), (xi) the provisions of this Agreement Section 1 shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill of the business connected therewith or symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each , (iii) such Grantor shall, concurrently with shall give prompt written notice thereof to the delivery of financial statements under Section 6.01(bAgent in accordance herewith and (iv) of the Credit Agreement, such Grantor shall execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) Supplement covering such After-Acquired Intellectual Property which Intellectual Property as “Additional Collateral” thereunder and as defined therein, and shall record such IP Security Agreement Supplement(s) shall be recorded Supplement with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item Intellectual Property Collateral material to the conduct of its Intellectual Property Collateralbusiness, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office, the Canadian Intellectual Property Office and any other governmental authorityauthority located in the United States or Canada, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) if consistent with the reasonable business judgment of such Grantor, pursue the registration and maintenance of each Patent, Trademark, and or Copyright registration and or application for registrationmaterial to the conduct of its business, now or hereafter included in such Intellectual Property Collateral of owned by such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except to without the extent written consent of the Collateral Agent, discontinue use of or otherwise abandon any of its Intellectual Property Collateral, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business conduct of any such Grantor’s business. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware that any application or registration relating to any Patent, Trademark or Copyright item of Intellectual Property Collateral material to the conduct of its business of such Grantor may have become abandoned abandoned, placed in the public domain, invalid or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, Intellectual Property Collateral or its right to register the same, same or to keep and maintain and enforce the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except In the event that any Grantor becomes aware that any item of its Intellectual Property Collateral material to the extent conduct of its business is being materially infringed or misappropriated by a third party in any way, such Grantor determines in shall promptly notify the Collateral Agent and shall take such actions, at its reasonable business judgment that expense, as such Grantor or the Collateral Agent (isolely during the continuation of an Event of Default) reasonably deems appropriate under the circumstances to protect or enforce such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral material to the conduct of its business may prematurely lapse or become invalid or unenforceable or placed in the public domain. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps which it or the Collateral Agent (solely during the continuation of an Event of Default) reasonably deems appropriate under the circumstances to preserve and protect each item of its the Intellectual Property CollateralCollateral material to the conduct of its business, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps reasonably necessary to ensure that all licensed users of any of the such Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office, the Canadian Intellectual Property Office and any other U.S. or Canadian governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(a)(xvii) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, thereby shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, if such Grantor has obtained After-Acquired Intellectual Property not subject to an existing Intellectual Property Security Agreement (as defined above), concurrently with the delivery of financial statements under Section 6.01(bSections 9.01(a) and (b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property subject to registration and application, which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office, the Canadian Intellectual Property Office and any other U.S. or Canadian governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property. (h) Nothing in this Agreement prevents any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such action is desirable in the conduct of its business.

As to Intellectual Property Collateral. (ai) With respect to each item of its Intellectual Property Collateral, each Grantor Loan Party agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityapplicable U.S. Governmental Authority, to (iA) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (iiB) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such GrantorLoan Party, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authoritiesapplicable U.S. Governmental Authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Loan Party shall, except without the written consent of the Lender, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Loan Party shall have determined prior to such cessation of use or abandonment that such use or the extent such Grantor determines in its reasonable business judgment that (x) pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Loan Party’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a Material Adverse Change, in which case, such Loan Party will give prompt notice of any Grantorsuch abandonment to the Lender. (bii) Each Grantor shall Loan Party agrees promptly to notify the Collateral Agent promptly Lender if it knows or has reason to know such Loan Party becomes aware (A) that any application or registration relating to any Patentmaterial item of the Intellectual Property Collateral has become abandoned, Trademark or Copyright material to placed in the business of such Grantor may become abandoned or dedicatedpublic domain, invalid or, unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such GrantorLoan Party’s ownership of any Patent, Trademark of the material Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (B) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any material item of the Intellectual Property Collateral. (iii) In the event that any Loan Party becomes aware that any item of the Intellectual Property Collateral that Grantor is not required material to maintain such Loan Party’s business is being infringed or pursue pursuant misappropriated by a third party, such Loan Party shall promptly notify the Lender and shall take such actions, at its expense, as such Loan Party or the Lender deems reasonable and appropriate under the circumstances to Sections 10(a) protect or 10(c)enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (civ) Except to the extent such Grantor determines Each Loan Party shall use proper statutory notice (where necessary) in connection with its reasonable business judgment that (i) such use of each item of its Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor Collateral. No Loan Party shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domaindomain except to the extent that it is commercially reasonable to do so. (dv) Except to Each Loan Party shall take all reasonable steps which it or the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain Lender deems appropriate under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (evi) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor Loan Party agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p9.01(h) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, or except as permitted by each Secured First Lien Agreement, with respect to the registration or pending application of each item of its Intellectual Property CollateralPatents, Trademarks or Copyrights for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, Office and the U.S. Copyright Office and any other governmental authorityOffice, to (i) maintain the validity and enforceability of such Intellectual Property Collateral any of its registered Patents, Trademarks or Copyrights and maintain such Intellectual Property Collateral Patents, Trademarks or Copyrights in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, and or Copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, Office or the U.S. Copyright Office or other governmental authoritiesOffice, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason Except as could not be reasonably expected to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedhave a Material Adverse Effect, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantoras permitted by each Secured First Lien Agreement, no Grantor shall do or knowingly permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (dc) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the where failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantorcause a Material Adverse Effect, or except as permitted by each Secured First Lien Agreement, each Grantor shall take all commercially reasonable steps which it (or the Collateral Agent during the continuation of an Event of Default) deems reasonable and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the its Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all commercially reasonable steps necessary to ensure that all the licensed users of any of its Trademarks abide by the Trademarks use such consistent applicable license’s terms with respect to the standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gd) Each Grantor agrees that (i) that, should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on Intellectual Property Collateral after the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. . (e) Each Grantor shall, concurrently with not more than 95 days following the delivery last day of financial statements under Section 6.01(b) every fiscal year of the Credit AgreementCompany, execute sign and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “appropriate Intellectual Property Security Agreement Supplement”) covering such After-Acquired with respect to all Material Recordable Intellectual Property which owned by it, except for immaterial omissions, as of the last day of the most recently ended fiscal year, to the extent that such Material Recordable Intellectual Property is not covered by any previous Intellectual Property Security Agreement Supplement(s) shall be recorded so signed and delivered by it. In each case, it will promptly cooperate as necessary to enable the Collateral Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Propertyas applicable.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral material to the business of the Company and its Subsidiaries, each Grantor agrees to take, at its expense, all commercially reasonable stepssteps as determined in Grantor’s reasonable discretion, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, in each case except where the failure to so file, register or maintain is not reasonably likely to have a Material Adverse Effect. No Grantor shall, without the extent written consent of the Agent, which shall not be unreasonably withheld or delayed, discontinue use of or otherwise abandon any such material Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer necessary or desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each Until the termination of the Credit Agreement, each Grantor shall notify the Collateral Agent promptly if it knows or has reason agrees to know that any application or registration relating to any Patentprovide, Trademark or Copyright material annually to the business Agent an updated Schedule of such Grantor may become abandoned or dedicatedits Patents, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent Trademarks and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)registered Copyrights. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not being infringed or misappropriated by a third party, such Grantor shall take such commercially reasonable actions determined in its reasonable discretion, at its expense, to maintain under the circumstances and (ii) protect or enforce such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse Collateral, including, without limitation, suing for infringement or become invalid misappropriation and for an injunction against such infringement or unenforceable or placed in the public domainmisappropriation. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps which it deems appropriate under the circumstances to preserve and protect each item of its material Trademarks included in the Intellectual Property Collateral, including, without limitation, maintaining substantially the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all steps reasonably necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, upon the reasonable request of Agent made upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office Office, and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gf) Each Upon the occurrence of and during the continuance of an Event of Default, each entity which executes a Security Agreement Supplement as Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C B hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With Except to the extent failure to act could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property CollateralCollateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityauthority located in the United States, to (i) maintain the validity and enforceability of such any registered Intellectual Property Collateral (or applications therefor) and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, and or Copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of or the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions as could not reasonably be expected expected, individually or in the aggregate, to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse lapse, be terminated, or become invalid or unenforceable or placed in the public domaindomain (or in case of a trade secret, lose its competitive value). (dc) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the where failure to do so could not reasonably be expected expected, individually or in the aggregate, to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, each Grantor shall take all commercially reasonable steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent abide by the applicable license’s terms with respect to the standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gd) Each Grantor agrees that (i) that, should it obtain an ownership or other interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral after the Closing Date (collectively, the “After-Acquired Intellectual Property”) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently . (e) Twice every fiscal year of the U.S. Borrower (beginning with the annual financial statements delivered for fiscal year 2006, at the time of delivery of annual financial statements under Section 6.01(b) and financial statements for the second fiscal quarter of the Credit Agreementeach fiscal year), execute with respect to issued or registered Patents (or published applications therefor), Trademarks (or applications therefor), or registered Copyrights, each Grantor shall sign and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Administrative Agent (each, an “appropriate Intellectual Property Security Agreement Supplement”) covering such After-Acquired with respect to all applicable Intellectual Property which owned or exclusively licensed by it as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Intellectual Property Security Agreement Supplement(s) shall be recorded so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Administrative Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate. (f) Nothing in this Agreement prevents any Grantor from discontinuing the U.S. Copyright Office and use or maintenance of any other governmental authorities necessary or its Intellectual Property Collateral to perfect the security interest hereunder extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such After-Acquired Intellectual Propertydiscontinuance is desirable in the conduct of its business.

As to Intellectual Property Collateral. (a) With respect to each item of its material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityauthority located in the United States, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any of its material Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business conduct of any such Grantor’s business. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of material Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, Intellectual Property Collateral or its right to register the same, same or to keep and maintain and enforce the same, except with respect to any unless the maintenance of such Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)no longer desirable in the conduct of such Grantor’s business. (c) Except to In the extent such event that any Grantor determines in becomes aware that any item of its reasonable business judgment that (i) such material Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not being infringed or misappropriated by a third party in any way that would reasonably be expected to materially have a Material Adverse Effect, such Grantor shall promptly notify the Collateral Agent and adversely affect shall take such actions, at its expense, as such Grantor or the business Collateral Agent deems reasonable and appropriate under the circumstances (without herein imposing or implying any duty or obligation on the part of any Grantorthe Collateral Agent to direct such actions) to protect or enforce such Intellectual Property Collateral, no including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to , unless the extent such Grantor determines in its reasonable business judgment that (i) maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances and conduct of such Grantor’s business. (iie) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps which it or the Collateral Agent (during the continuation of an Event of Default, as directed by Majority Noteholders) deems reasonable and appropriate under the circumstances to preserve and protect each item of its material Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Collateral Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(q) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral that is material to the business of any Grantor (any such item of Intellectual Property Collateral being “Material Intellectual Property Collateral”), except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to each item of Material Intellectual Property Collateral owned by such Grantor, each Grantor agrees to take, at its expense, all commercially reasonable stepsactions that it determines are necessary in accordance with the exercise of its business discretion, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Material Intellectual Property Collateral and maintain such Material Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Material Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions as could not be reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Material Intellectual Property Collateral may lapse lapse, be terminated or become invalid or unenforceable or placed in the public domaindomain (or, in case of a trade secret, lose its competitive value) other than the expiration of patents at the end of their statutory term. (dc) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the when failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantorcause a Material Adverse Effect, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided actions that it determines are necessary in connection with any of the Trademarks, consistent accordance with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct exercise of its business or operations, promptly take such actions as it deems reasonable under the circumstances discretion to preserve and protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Material Intellectual Property Collateral. (fd) With respect to its Material Intellectual Property CollateralProperty, on the Closing Date or such later date as provided under the terms of the Credit Agreement or which the Collateral Agent consents to in writing, each Grantor agrees to execute and deliver to the Collateral Agent Agent, with respect to all Material Intellectual Property that is registered or otherwise authenticate one or more agreementswith respect to which registration is pending (i) an agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (an a “Intellectual Property Copyright Security Agreement”), (ii) an agreement, in substantially the form set forth in Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (a “Patent Security Agreement”) and (iii) an agreement, in substantially the form set forth in Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (a “Trademark Security Agreement” and, together with each Copyright Security Agreement and each Patent Security Agreement, the “Intellectual Property Security Agreements”), in each case for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, Office or the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralOffice, as applicable. (ge) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Material Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shallAfter the end of each fiscal quarter of the Borrower, concurrently with the delivery of financial statements under as set forth in Section 6.01(b6.14(b) of the Credit Agreement, each Grantor shall provide written notice to the Collateral Agent identifying the After-Acquired Intellectual Property consisting of material patents, patent applications, trademark registrations, trademark applications, copyright registrations, and copyright applications acquired during such fiscal quarter, and such Grantor shall execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise an agreement in form and substance reasonably satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect (subject to the exceptions contained herein and in the Credit Agreement) the security interest hereunder in such After-Acquired Intellectual PropertyProperty in the United States.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of each such item of Intellectual Property Collateral and maintain each such item of Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such the Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to the extent file an application for letters patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor's business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Collateral Agent. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor learns (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s 's ownership of any Patent, Trademark of the Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take such actions, at its expense, as such Grantor or the Collateral Agent deems reasonable to maintain and appropriate under the circumstances to protect such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions Each Grantor shall use proper statutory notice in connection with its use of others) and omissions could not reasonably be expected to materially and adversely affect the business each item of any Grantor, no its Intellectual Property Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it or the Collateral Agent deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B D hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “"Intellectual Property Security Agreement”"), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) that, should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that which is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “"After-Acquired Intellectual Property”) "), (xi) the provisions of this Agreement Section 1 shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill of the business connected therewith or symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each , (iii) such Grantor shall, concurrently with shall give prompt written notice thereof to the delivery of financial statements under Section 6.01(bCollateral Agent in accordance herewith and (iv) of the Credit Agreement, such Grantor shall execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) Supplement covering such After-Acquired Intellectual Property which Intellectual Property as "Additional Collateral" thereunder and as defined therein, and shall record such IP Security Agreement Supplement(s) shall be recorded Supplement with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property CollateralCollateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityauthority located in the United States, to (i) maintain the validity and enforceability of such any registered Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, and or Copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions as could not be reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (dc) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the where failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantorcause a Material Adverse Effect, each Grantor shall take all commercially reasonable steps which it (or the Administrative Agent during the continuation of an Event of Default) deems reasonable and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent abide by the applicable license's terms with respect to the standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (fd) With respect to its Intellectual Property Collateral, each Grantor agrees on the Closing Date to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, (i) an agreement substantially in substantially the form set forth in of Exhibit B hereto or otherwise (the "Copyright Security Agreement"), (ii) an agreement substantially in the form of Exhibit C hereto (the "Patent Security Agreement") and substance satisfactory to (iii) an agreement substantially in the Collateral Agent form of Exhibit D hereto (an “the "Trademark Security Agreement", and, together with the Copyright Security Agreement and the Patent Security Agreement, the "Intellectual Property Security Agreement”Agreements"), in each case for recording the security interest granted hereunder to the Collateral Administrative Agent in such the Intellectual Property Collateral with the U.S. Patent and Trademark Office, Office or the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralOffice, as applicable. (ge) Each Grantor agrees that (i) that, should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral after the Closing Date (collectively, the “"After-Acquired Intellectual Property”") (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With Unless such Loan Party shall have previously determined that the loss of such Intellectual Property would not reasonably be expected to have a Material Adverse Effect, with respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, as such Grantor deems appropriate under the circumstances in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other United States governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except . Except to the extent permitted by the Credit Agreement, no Grantor shall, without the written consent of the Administrative Agent, sell, assign, convey, transfer, discontinue use of, permit to lapse, or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) the loss of such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could would not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each If the result of such abandonment, invalidity, unenforceability, determination or any other action would reasonably be expected to have a Material Adverse Effect, each Grantor shall agrees promptly to notify the Collateral Administrative Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark item of Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register any patent, trademark or copyright included in the same, Intellectual Property Collateral or to keep and maintain and enforce any issued patent or patent application or any registration or application for any trademark or copyright, or (ii) of any adverse determination or the sameinstitution of any proceeding (including, except with respect to without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not being infringed, misappropriated, diluted or otherwise violated by a third party, and such infringement or misappropriation would reasonably be expected to result in a Material Adverse Effect, such Grantor shall promptly notify the Administrative Agent and shall take all commercially reasonable actions, at its expense, to maintain under protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) Each Grantor shall use proper statutory notice in connection with its use of registered trademarks, proper marking practices in connection with its use of patents, and appropriate notice of copyright in connection with the circumstances and (ii) such actions (including permitting publication of copyrights, in each case, that are included in the actions of others) and omissions could Intellectual Property Collateral, except where the failure to do so would not reasonably be expected to materially and adversely affect the business of any Grantor, no result in a Material Adverse Effect. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its the Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent , except where such Grantor determines loss of rights in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could would not reasonably be expected to materially and adversely affect the business of any Grantor, each result in a Material Adverse Effect. (e) Each Grantor shall take all commercially reasonable steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its the Intellectual Property CollateralCollateral set forth on Schedule IV, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Administrative Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, Office and the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralOffice. (g) Each Grantor agrees that (i) should it obtain or otherwise acquire an ownership interest in any item of the type set forth in Section 1(p1(h) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its any Intellectual Property CollateralCollateral that is owned by a Grantor and is material to the conduct of the business of the Borrower and its Subsidiaries, each taken as a whole (the “Material Owned IP”), such Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral Material Owned IP and maintain such Intellectual Property Collateral Material Owned IP in full force and effect, and (ii) pursue the maintain any patent, trademark, or copyright registration and maintenance of each Patent, Trademark, and Copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral Material Owned IP of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except except, in each case, as could not reasonably be expected to have a Material Adverse Effect. No Grantor shall, without the extent written consent of the Collateral Agent, discontinue use of or otherwise abandon any Material Owned IP, unless such Grantor determines shall have previously determined in its reasonable business judgment that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain no longer desirable in the conduct of such Grantor’s business under the circumstances and that the loss thereof would not be reasonably likely to have a Material Adverse Effect. With respect to any Material Owned IP that is owned by a Grantor but is otherwise recorded in the name of a predecessor in interest or in the prior name of such Grantor, such Grantor agrees to file, within one hundred and fifty (y150) days following the failure Closing Date (which period may be extended in the sole and absolute discretion of the Collateral Agent) and at its expense, all necessary documents, including, without limitation, merger certificates, formal assignments or name change documents, with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to act could not reasonably be expected to materially reflect and adversely affect effect such Grantor as the business registrant of any Grantorrecord. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of the Material Registered IP has become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark of the Material Owned IP or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any Intellectual Property Collateral that Grantor is not required to maintain adverse determination or pursue pursuant to Sections 10(athe institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) or 10(c)regarding any item of the Material Registered IP. (c) Except to In the extent event that any Grantor becomes aware that any item of the Material Owned IP is being infringed or misappropriated by a third party, such Grantor determines in shall take such actions, at its expense, as such Grantor deems reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain and appropriate under the circumstances and to protect or enforce such Material Owned IP. (iid) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral Material Registered IP may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent , unless such Grantor determines shall have previously determined in its reasonable business judgment that (i) such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of qualityhave a Material Adverse Effect. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property CollateralMaterial Registered IP, other than any confidential and unpublished patent applications, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, an agreement in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral Material Registered IP with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralMaterial Registered IP. (gf) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, Collateral and that does not constitute Excluded Property (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ), (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each At the end of each fiscal year of the Borrower, each Grantor shallshall give prompt written notice to the Collateral Agent identifying the After-Acquired Intellectual Property, concurrently in each case that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and that is registered or filed in the name of such Grantor with the delivery of financial statements under Section 6.01(b) of the Credit AgreementU.S. Copyright Office or U.S. Patent and Trademark Office or equivalent foreign offices, acquired during such fiscal quarter, and such Grantor shall execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, other than any confidential and unpublished patent applications, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityauthority located in the United States, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) if consistent with the reasonable business judgment of such Grantor, pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of owned by such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except to without the extent written consent of the Noteholder Collateral Agent, discontinue use of or otherwise abandon any such Intellectual Property Collateral, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business conduct of any such Grantor’s business. (b) Each Grantor shall agrees promptly to notify the Noteholder Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware that any application or registration relating to any Patent, Trademark or Copyright item of Intellectual Property Collateral material to the conduct of its business of such Grantor may have become abandoned abandoned, placed in the public domain, invalid or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, Intellectual Property Collateral or its right to register the same, same or to keep and maintain and enforce the same, except with respect to any unless the maintenance of such Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)no longer desirable in the conduct of such Grantor’s business. (c) Except to In the extent such event that any Grantor determines in becomes aware that any material item of its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not being infringed or misappropriated by a third party in any way that would reasonably be expected to materially have a Material Adverse Effect, such Grantor shall promptly notify the Noteholder Collateral Agent and adversely affect shall take such actions, at its expense, as such Grantor or the business of any GrantorNoteholder Collateral Agent reasonably deems appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, no including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral material to the conduct of its business may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to , unless the extent such Grantor determines in its reasonable business judgment that (i) maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances and conduct of such Grantor’s business. (iie) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps which it or the Noteholder Collateral Agent (during the continuation of an Event of Default) reasonably deems appropriate under the circumstances to preserve and protect each item of its material Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Noteholder Collateral Agent (an “Intellectual Property Security Collateral Agreement”), for recording the security interest granted hereunder to the Noteholder Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other U.S. governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(q) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Purchaser, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a material adverse effect on such Grantor’s business, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Purchaser. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly Purchaser if it knows or has reason to know such Grantor becomes aware (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark of the Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party, such Grantor shall promptly notify the Purchaser and shall take such actions, at its expense, as such Grantor deems reasonable to maintain and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions Each Grantor shall use proper statutory notice in connection with its use of otherseach item of its Intellectual Property Collateral. Except as provided in Section 11(a) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantorhereof, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it or the Purchaser deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent Purchaser (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent Purchaser in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(e) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral that is material to the business of any Grantor (any such item of Intellectual Property Collateral being “Material Intellectual Property Collateral”), except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to each item of Material Intellectual Property Collateral owned by such Grantor, each Grantor agrees to take, at its expense, all commercially reasonable stepsactions that it determines are necessary in accordance with the exercise of its business discretion, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Material Intellectual Property Collateral and maintain such Material Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Material Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions as could not be reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Material Intellectual Property Collateral may lapse lapse, be terminated or become invalid or unenforceable or placed in the public domaindomain (or, in case of a trade secret, lose its competitive value) other than the expiration of patents at the end of their statutory term. (dc) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the when failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantorcause a Material Adverse Effect, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided actions that it determines are necessary in connection with any of the Trademarks, consistent accordance with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct exercise of its business or operations, promptly take such actions as it deems reasonable under the circumstances discretion to preserve and protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Material Intellectual Property Collateral. (fd) With respect to its Material Intellectual Property CollateralProperty, on the Issue Date or such later date as provided under the terms of the Existing Indenture or which the Collateral Agent consents to in writing, each Grantor agrees to execute and deliver to the Collateral Agent Agent, with respect to all Material Intellectual Property that is registered or otherwise authenticate one or more agreementswith respect to which registration is pending (i) an agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (an a “Intellectual Property Copyright Security Agreement”), (ii) an agreement, in substantially the form set forth in Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (a “Patent Security Agreement”) and (iii) an agreement, in substantially the form set forth in Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (a “Trademark Security Agreement” and, together with each Copyright Security Agreement and each Patent Security Agreement, the “Intellectual Property Security Agreements”), in each case for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, Office or the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralOffice, as applicable. (ge) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Material Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each After the end of each fiscal quarter of UHS, each Grantor shallshall provide written notice to the Collateral Agent identifying the After-Acquired Intellectual Property consisting of material patents, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreementpatent applications, trademark registrations, trademark applications, copyright registrations, and copyright applications acquired during such fiscal quarter, and such Grantor shall execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise an agreement in form and substance reasonably satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect (subject to the exceptions contained herein and in the case of the Existing Notes Obligations, the Existing Indenture, in the case of the New Notes Obligations, the New Indenture and in the case of any other Additional Pari Passu Obligations, the applicable Additional Pari Passu Agreement) the security interest hereunder in such After-Acquired Material Intellectual PropertyProperty in the United States.

As to Intellectual Property Collateral. (a) With respect to -------------------------------------- each item of its Intellectual Property Collateral, each Grantor agrees agrees, unless and until each Grantor, in its reasonable commercial judgment, decides otherwise, to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of each such item of Intellectual Property Collateral and maintain each such item of Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such the Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Agent upon or after an Event of Default, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to the extent file an application for letters patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor's business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under have a Material Adverse Effect. In the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business case of any Grantormaterial Intellectual Property Collateral, such Grantor will give prompt notice of any such abandonment to the Collateral Agent. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor learns (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s 's ownership of any Patent, Trademark of the Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required Collateral, if in any such case, such development would be reasonably likely to maintain or pursue pursuant to Sections 10(a) or 10(c)have a Material Adverse Effect. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take such actions, at its expense, as such Grantor or the Collateral Agent deems reasonable to maintain and appropriate under the circumstances and (ii) to protect such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse Collateral, including, without limitation, suing for infringement or become invalid misappropriation and for an injunction against such infringement or unenforceable or placed misappropriation, if in the public domainany such case, such development would be reasonably likely to have a Material Adverse Effect. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “"Intellectual Property Security Agreement”"), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gf) Each Grantor agrees that (i) that, should it obtain an ownership interest in any material item of the type set forth in Section 1(p1(g) that which is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.the

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable stepssteps in the United States, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other domestic governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other domestic governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except except, in each case, (A) as permitted by the Loan Documents or (B) to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantorcause a Material Adverse Effect. (b) Each Such Grantor shall notify use proper statutory notice to the Collateral Agent promptly if it knows or has reason to know extent required by applicable Laws and commercially practical in connection with its use of its Patents, Trademarks and Copyrights that any application or registration relating to any Patent, Trademark or Copyright are material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent Borrower and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Restricted Subsidiaries. Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions as could not be reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral material to the business of the Company and its Restricted Subsidiaries, each Grantor agrees to take, at its expense, all commercially reasonable stepssteps as determined in Grantor’s reasonable discretion, including, without limitation, including in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityGovernmental Authority, to (i) maintain (in accordance with the exercise of such Grantor’s reasonable business discretion) the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, including the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authoritiesGovernmental Authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, in each case except where the failure to so file, register or maintain is not reasonably likely to have a Material Adverse Effect. No Grantor shall, without the extent written consent of the Administrative Agent, which shall not be unreasonably withheld or delayed, discontinue use of any material Trademark or otherwise abandon any such material Intellectual Property Collateral unless such Grantor determines in its reasonable business judgment shall have determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable no longer material to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business conduct of any such Grantor’s business. (b) Each Until the termination of the Credit Agreement, each Grantor shall notify the Collateral Agent promptly if it knows or has reason agrees to know that any application or registration relating to any Patent, Trademark or Copyright material provide to the business Administrative Agent, concurrently with any delivery of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue Financial Statements pursuant to Sections 10(aSection 5.01(a) or 10(c)(b) of the Credit Agreement, an updated Schedule of its registered U.S. Patents, U.S. Patent applications, registered or applied for U.S. Trademarks and registered or applied for U.S. Copyrights. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of Intellectual Property Collateral is not being infringed or misappropriated by a third party, such Grantor shall take such commercially reasonable actions determined in its reasonable discretion, at its expense, to maintain under the circumstances and (ii) protect or enforce such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse Collateral, including suing for infringement or become invalid misappropriation and for an injunction against such infringement or unenforceable or placed in the public domainmisappropriation. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps which it deems appropriate under the circumstances to preserve and protect each item of its material Trademarks included in the Intellectual Property Collateral, including, without limitation, including maintaining substantially the quality of any and all products or services used or provided in connection with any of the such Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all steps reasonably necessary to ensure that all licensed users of any of the such Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Administrative Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Administrative Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office Office, and any other governmental authorities Governmental Authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gf) Each entity which executes a Security Agreement Supplement as Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral AgentAdministrative Agent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C B hereto or otherwise in form and substance satisfactory to the Collateral Administrative Agent (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities Governmental Authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect No Grantor shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of Grantor’s business and that the loss thereof could not reasonably be expected to have a Material Adverse Change. (b) Grantor shall use proper statutory notice in connection with its use of each item of its Intellectual Property Collateral. Except as permitted in Section 12(a) above, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, and Copyright registration and application for registration, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (fc) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent Secured Parties (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gd) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shallshall give prompt written notice to the Collateral Agent identifying the After-Acquired Intellectual Property, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, and Grantor shall execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent Secured Parties (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable stepssteps in the United States, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other domestic governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other domestic governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except except, in each case, (A) permitted by the Loan Documents or (B) to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantorcause a Material Adverse Effect. (b) Each Such Grantor shall notify use proper statutory notice to the Collateral Agent promptly if it knows or has reason to know extent required by applicable Laws and commercially practical in connection with its use of its Patents, Trademarks and Copyrights that any application or registration relating to any Patent, Trademark or Copyright are material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent Borrower and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Restricted Subsidiaries. Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions as could not be reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (dc) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the where failure to do so could not reasonably be expected to materially cause a Material Adverse Effect, but subject to pre-existing rights and adversely affect the business of any Grantorlicenses, each Grantor shall take all commercially reasonable steps in the United States which it or the Administrative Agent (during the continuation of an Event of Default) deems reasonable and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality, except as permitted by the Loan Documents. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (fd) With respect to its Intellectual Property CollateralUnited States Patents, Trademarks and Copyrights that are issued, registered or the subject of an application, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto B-1, B-2 or B-3 hereto, as applicable, or otherwise in form and substance satisfactory to the Collateral Administrative Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.the

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral material to the business of the Company and its Restricted Subsidiaries, each Grantor agrees to take, at its expense, all commercially reasonable stepssteps as determined in Grantor’s reasonable discretion, including, without limitation, including in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityGovernmental Authority, to (i) maintain (in accordance with the exercise of such Grantor’s reasonable business discretion) the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, including the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authoritiesGovernmental Authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, in each case except where the failure to so file, register or maintain is not reasonably likely to have a Material Adverse Effect. No Grantor shall, without the extent written consent of the Agent, which shall not be unreasonably withheld or delayed, discontinue use of any material Trademark or otherwise abandon any such material Intellectual Property Collateral unless such Grantor determines in its reasonable business judgment shall have determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable no longer material to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business conduct of any such Grantor’s business. (b) Each Until the termination of the Credit Agreement, each Grantor shall notify the Collateral Agent promptly if it knows or has reason agrees to know that any application or registration relating to any Patent, Trademark or Copyright material provide to the business Agent, concurrently with any delivery of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue Financial Statements pursuant to Sections 10(aSection 5.01(h)(ii) of the Credit Agreement, an updated Schedule of its registered U.S. Patents, U.S. Patent applications, registered or 10(c)applied for U.S. Trademarks and registered or applied for U.S. Copyrights. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of Intellectual Property Collateral is not being infringed or misappropriated by a third party, such Grantor shall take such commercially reasonable actions determined in its reasonable discretion, at its expense, to maintain under the circumstances and (ii) protect or enforce such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse Collateral, including suing for infringement or become invalid misappropriation and for an injunction against such infringement or unenforceable or placed in the public domainmisappropriation. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps which it deems appropriate under the circumstances to preserve and protect each item of its material Trademarks included in the Intellectual Property Collateral, including, without limitation, including maintaining substantially the quality of any and all products or services used or provided in connection with any of the such Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all steps reasonably necessary to ensure that all licensed users of any of the such Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office Office, and any other governmental authorities Governmental Authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gf) Each entity which executes a Security Agreement Supplement as Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C B hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities Governmental Authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except unless in any such case the failure to so maintain or pursue the extent registration and maintenance of any such Intellectual Property Collateral could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Grantor shall, without the written consent of the Administrative Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless in any such case such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each Grantor shall agrees, within forty-five (45) days after the end of each fiscal quarter, to notify the Collateral Administrative Agent promptly if it knows or has reason to know such Grantor becomes aware during such fiscal quarter (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark of the Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required and, in each case, such occurrence could reasonably be expected to maintain or pursue pursuant to Sections 10(a) or 10(c)result in a Material Adverse Effect. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any material item of the Intellectual Property Collateral is not commercially reasonable being infringed or misappropriated by a third party, such Grantor shall, within forty-five (45) days after the end of the fiscal quarter in which such Grantor becomes so aware, notify the Administrative Agent and shall take such actions, at its expense, as such Grantor reasonably determines to maintain be appropriate under the circumstances and (ii) to protect or enforce such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any suing for infringement or misappropriation and all products for an injunction against such infringement or services used or provided in connection with any of the Trademarks, consistent with the quality of the products misappropriation. (d) [Intentionally Omitted] (e) With respect to its registered Intellectual Property Collateral and services applications therefor as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Administrative Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Administrative Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gf) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral which in its reasonable business judgment is material to its business, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and or application for registrationwhich in its reasonable business judgment is material to its business, now or hereafter included in such Intellectual Property Collateral of such Grantor, including. No Grantor shall, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 written consent of the U.S. Trademark ActCollateral Agent, the filing discontinue use of divisionalor otherwise abandon any Intellectual Property Collateral which is material to its business, continuationor abandon any right to file an application for patent, continuation-in-parttrademark, reissue and renewal applications or extensionscopyright for any such Intellectual Property Collateral, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any such abandonment to the circumstances Collateral Agent. For the purposes of this Section 13(a), it is acknowledged and (y) agreed that the failure “Business Without Borders” trademark application shall not be regarded as material to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and and, to the extent reasonably requested by the Collateral Agent, any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gc) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable reasonably necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Trustee, discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer useful or desirable in the conduct of such Grantor's business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Collateral Trustee. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly Trustee if it knows or has reason to know such Grantor becomes aware (i) that any application item of material Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s 's ownership of any Patent, Trademark material Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of material Intellectual Property Collateral that Grantor is not required Collateral, in each case if the result thereof would be reasonable likely to maintain or pursue pursuant to Sections 10(a) or 10(c)have a Material Adverse Effect. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of material Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party in a manner that would be reasonably likely to have a Material Adverse Effect, such Grantor shall promptly notify the Collateral Trustee and shall take such actions, at its expense, as such Grantor and, if an Actionable Default has occurred and is continuing, the Collateral Trustee deems reasonable to maintain and appropriate under the circumstances to protect such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domaindomain if the result thereof would be reasonably likely to have a Material Adverse Effect. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it or, if an Actionable Default has occurred and is continuing, the Collateral Trustee deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with under any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B D hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”"INTELLECTUAL PROPERTY SECURITY AGREEMENT"), for recording the security interest granted hereunder to the Collateral Agent Trustee in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) that, should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectivelythe "AFTER-ACQUIRED INTELLECTUAL PROPERTY"), the “After-Acquired Intellectual Property”) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shallshall give written notice to the Collateral Trustee no less frequently than once in each six month period, concurrently with identifying the delivery of financial statements under Section 6.01(b) of the Credit Agreement, After-Acquired Intellectual Property and such Grantor shall execute and deliver to the Collateral AgentTrustee with such written notice, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) Supplement covering such After-Acquired Intellectual Property which Intellectual Property for recording such IP Security Agreement Supplement(s) shall be recorded Supplement with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral material to the business of the Company and its Subsidiaries, each Grantor agrees to take, at its expense, all commercially reasonable stepssteps as determined in Grantor’s reasonable discretion, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor's reasonable business discretion) of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedingsproceedings initiated by third parties, in each case except where the failure to so file, register, maintain or participate is not reasonably likely to have a Material Adverse Effect. No Grantor shall, without the extent written consent of the Agent, which shall not be unreasonably withheld or delayed, discontinue use of or otherwise abandon any such material Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have reasonably determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer reasonably necessary or desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each Until the termination of the Credit Agreement, each Grantor shall notify the Collateral Agent promptly if it knows or has reason agrees to know that any application or registration relating to any Patentprovide, Trademark or Copyright material annually to the business Agent an updated Schedule of such Grantor may become abandoned or dedicatedits Patents, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent Trademarks and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)registered Copyrights. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not being infringed, misappropriated or otherwise violated by a third party in any material respect, such Grantor shall take such commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent such Grantor determines determined in its reasonable business judgment that (i) discretion, at its expense, to protect or enforce such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining suing for infringement, misappropriation or other violation and for an injunction against such infringement, misappropriation or other violation. (d) Each Grantor shall take all reasonable steps which it deems appropriate under the circumstances to preserve and protect each item of its material Trademarks included in the Intellectual Property Collateral, including, without limitation, taking all reasonable steps which it deems appropriate under the circumstances to maintain substantially the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all reasonable steps necessary which it deems appropriate under the circumstances to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office Office, and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With Subject to the last sentence of this Section 13(a), with respect to each item of its material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable reasonably necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 8, 9 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Agent, discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer necessary or desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of material Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark of the Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the material Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of material Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party, such Grantor shall take such actions, at its expense, as such Grantor or the Agent deems reasonable to maintain and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions Each Grantor shall use proper statutory notice in connection with its use of others) and omissions could not reasonably be expected to materially and adversely affect the business each item of any Grantor, no its material Intellectual Property Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its material Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its material Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shallfiscal quarter, concurrently with the its delivery of financial statements under Section 6.01(b) of the Credit AgreementCompliance Certificate, each Grantor shall give written notice to the Agent identifying any material After-Acquired Intellectual Property acquired during such fiscal quarter, and such Grantor shall execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C B hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item Intellectual Property Collateral material to the conduct of its Intellectual Property Collateralbusiness, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office, the Canadian Intellectual Property Office and any other governmental authorityauthority located in the United States or Canada, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, effect and (ii) if consistent with the reasonable business judgment of such Grantor, pursue the registration and maintenance of each Patent, Trademark, and or Copyright registration and or application for registrationmaterial to the conduct of its business, now or hereafter included in such Intellectual Property Collateral of owned by such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except to without the extent written consent of the Noteholder Collateral Agent, discontinue use of or otherwise abandon any of its Intellectual Property Collateral, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business conduct of any such Grantor’s business. (b) Each Grantor shall agrees promptly to notify the Noteholder Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware that any application or registration relating to any Patent, Trademark or Copyright item of Intellectual Property Collateral material to the conduct of its business of such Grantor may have become abandoned abandoned, placed in the public domain, invalid or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, Intellectual Property Collateral or its right to register the same, same or to keep and maintain and enforce the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except In the event that any Grantor becomes aware that any item of its Intellectual Property Collateral material to the extent conduct of its business is being materially infringed or misappropriated by a third party in any way, such Grantor determines in shall promptly notify the Noteholder Collateral Agent and shall take such actions, at its reasonable business judgment that expense, as such Grantor or the Noteholder Collateral Agent (isolely during the continuation of an Event of Default) reasonably deems appropriate under the circumstances to protect or enforce such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral material to the conduct of its business may prematurely lapse or become invalid or unenforceable or placed in the public domain. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps which it or the Noteholder Collateral Agent (solely during the continuation of an Event of Default) reasonably deems appropriate under the circumstances to preserve and protect each item of its the Intellectual Property CollateralCollateral material to the conduct of its business, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps reasonably necessary to ensure that all licensed users of any of the such Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Noteholder Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Noteholder Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office, the Canadian Intellectual Property Office and any other U.S. or Canadian governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(a)(xvii) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ) (xi) the provisions of this Agreement shall automatically apply thereto, thereto and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, thereby shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, if such Grantor has obtained After-Acquired Intellectual Property not subject to an existing Intellectual Property Security Agreement (as defined above), concurrently with the delivery filing of financial statements under Section 6.01(b) 4.02 of the Credit AgreementIndenture, execute and deliver to the Noteholder Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property subject to registration and application, which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office, the Canadian Intellectual Property Office and any other U.S. or Canadian governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property. (h) Nothing in this Agreement prevents any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property Collateral to the extent permitted by the Indenture if such Grantor determines in its reasonable business judgment that such action is desirable in the conduct of its business.

As to Intellectual Property Collateral. Each Grantor hereby agrees that, if at any time, and from time to time, the aggregate fair market value of the Intellectual Property Collateral of all the Credit Parties shall exceed $100,000, then the Grantors shall: (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityGovernmental Authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections Section 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Collateral Agent. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark of the Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take such actions, at its expense, as such Grantor or the Collateral Agent deems reasonable to maintain and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions Each Grantor shall use proper statutory notice in connection with its use of others) and omissions could not reasonably be expected to materially and adversely affect the business each item of any Grantor, no its Intellectual Property Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it or the Collateral Agent deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (ef) Each Grantor shallagrees that, unless should it reasonably determines that such obtain an ownership interest in any item of Intellectual Property Collateral the type set forth in Section 1(g) (excluding any intellectual property component of any undivided interest of any Grantor in a joint operating agreement, the terms of which preclude the granting of a separate security interest in such intellectual property component; except to the extent any such terms are rendered ineffective by Sections 9-406, 9-407, 9-408 or 9-409 of the UCC) that is not material to on the conduct date hereof a part of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon acquisition shall cause the occurrence and during the continuation total aggregate value of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. Collateral to exceed $100,000 (f“After-Acquired Intellectual Property”), then (i) With respect to its the provisions of this Agreement shall automatically apply thereto, (ii) any such After-Acquired Intellectual Property Collateraland, each Grantor agrees to execute and deliver in the case of trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the Collateral Agent terms and conditions of this Agreement with respect thereto and (iii) in the case of the first such ownership interest obtained in After-Acquired Intellectual Property, within ten business days following the date on which each such Grantor obtains such ownership interest each such Grantor shall execute or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities Governmental Authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each If, at the end of each fiscal quarter of each Grantor agrees that (i) should it obtain an ownership interest in any item of following the type set forth in Section 1(p) that is not on the date hereof a part execution of the Intellectual Property CollateralSecurity Agreement, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part acquisition of the After-Acquired Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on shall have caused the date hereof a part total aggregate value of the Intellectual Property Collateral (collectivelyto exceed $100,000, such Grantor shall give prompt written notice to the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) Collateral Agent identifying any such additional After-Acquired Intellectual Property andacquired during such fiscal quarter, in the case of Trademarks, the goodwill symbolized thereby, and such Grantor shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item of its material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of its registrations for such Intellectual Property Collateral and maintain such Intellectual Property Collateral that is or becomes registered in full force and effect, and (ii) pursue the registration prosecution and maintenance of each Patentsuch material patent, Trademarktrademark, or copyright registration or application now pending in the United States and Copyright registration and application for registrationin each other appropriate jurisdiction relating to such material Intellectual Property Collateral as determined in such Grantor’s reasonable business judgment, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and and, if deemed advisable by such Grantor, the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without providing to the extent Collateral Trustee a certificate of an acceptable officer of such Grantor determines in its reasonable business judgment detailing the material Intellectual Property to be discontinued or abandoned and certifying that (x) such action is permitted under the Secured Debt Documents and without the written consent of the Collateral Trustee, discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer necessary or advisable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Collateral Trustee. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly Trustee if it knows or has reason to know such Grantor becomes aware (i) that any application item of material Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark material Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of material Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of material Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Trustee and shall take such actions, at its expense, as such Grantor (and, if a Default shall have occurred and be continuing, the Collateral Trustee) deems reasonable to maintain and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, if deemed advisable by such Grantor, suing for infringement or misappropriation and seeking an injunction against continued infringement or misappropriation. (iid) such actions (including permitting the actions Each Grantor shall use commercially reasonable efforts to use proper statutory notice in connection with its use of others) and omissions could not reasonably be expected each item of its material registered Intellectual Property Collateral. Subject to materially and adversely affect the business of any GrantorSection 13(a), no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its owned and registered Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent , unless such Grantor determines in its reasonable business judgment shall have previously determined that (i) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer necessary or advisable in the circumstances and conduct of such Grantor’s business. (iie) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it (or, if a Default shall have occurred and be continuing, the Collateral Trustee) deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its material Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one an agreement (or more multiple agreements, as such Grantor reasonably requests to preserve the confidentiality of any unpublished patent applications), in substantially the form set forth in Exhibit B C hereto or otherwise in form and substance satisfactory to the Collateral Agent (an a “Second Lien Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent Trustee in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityauthority located in the United States, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Administrative Agent, discontinue use of or otherwise abandon any of its material Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business conduct of any such Grantor’s business. (b) Each Grantor shall agrees promptly to notify the Collateral Administrative Agent promptly if it knows or has reason to know such Grantor becomes aware that any application item of material Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, Intellectual Property Collateral or its right to register the same, same or to keep and maintain and enforce the same, except with respect to any unless the maintenance of such Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)no longer desirable in the conduct of such Grantor’s business. (c) Except to In the extent such event that any Grantor determines in becomes aware that any item of its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not being infringed or misappropriated by a third party in any way that would reasonably be expected to materially have a Material Adverse Effect, such Grantor shall promptly notify the Administrative Agent and adversely affect shall take such actions, at its expense, as such Grantor or the business of any GrantorAdministrative Agent deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, no including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to , unless the extent such Grantor determines in its reasonable business judgment that (i) maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances and conduct of such Grantor’s business. (iie) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps which it or the Administrative Agent (during the continuation of an Event of Default) deems reasonable and appropriate under the circumstances to preserve and protect each item of its material Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Administrative Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Administrative Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(q) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application this Agreement that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With Unless such Foreign Loan Party shall have previously determined that the loss of such Intellectual Property would not reasonably be expected to have a Material Adverse Effect, with respect to each item of its Intellectual Property Collateral, each Foreign Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, as such Foreign Grantor deems appropriate under the circumstances in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other United States governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Foreign Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except . Except to the extent permitted by the Credit Agreement, no Foreign Grantor shall, without the written consent of the Foreign Administrative Agent, sell, assign, convey, transfer, discontinue use of, permit to lapse, or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Foreign Grantor determines in its reasonable business judgment shall have previously determined that (x) the loss of such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could would not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each If the result of such abandonment, invalidity, unenforceability, determination or any other action would reasonably be expected to have a Material Adverse Effect, each Foreign Grantor shall agrees promptly to notify the Collateral Foreign Administrative Agent promptly if it knows or has reason to know such Foreign Grantor becomes aware (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Foreign Grantor’s ownership of any Patent, Trademark item of Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register any patent, trademark or copyright included in the same, Intellectual Property Collateral or to keep and maintain and enforce any issued patent or patent application or any registration or application for any trademark or copyright, or (ii) of any adverse determination or the sameinstitution of any proceeding (including, except with respect to without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Foreign Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not being infringed, misappropriated, diluted or otherwise violated by a third party, and such infringement or misappropriation would reasonably be expected to result in a Material Adverse Effect, such Foreign Grantor shall promptly notify the Foreign Administrative Agent and shall take all commercially reasonable actions, at its expense, to maintain under protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) Each Foreign Grantor shall use proper statutory notice in connection with its use of registered trademarks, proper marking practices in connection with its use of patents, and appropriate notice of copyright in connection with the circumstances and (ii) such actions (including permitting publication of copyrights, in each case, that are included in the actions of others) and omissions could Intellectual Property Collateral, except where the failure to do so would not reasonably be expected to materially and adversely affect the business of any Grantor, no result in a Material Adverse Effect. No Foreign Grantor shall do or permit any act or knowingly omit to do any act whereby any of its the Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent , except where such Grantor determines loss of rights in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could would not reasonably be expected to materially and adversely affect the business of any Grantor, each result in a Material Adverse Effect. (e) Each Foreign Grantor shall take all commercially reasonable steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (ef) Each Grantor shallWithin 60 days of the date hereof, unless it reasonably determines that such item of with respect to the Intellectual Property Collateral is not material to set forth on Schedule IV(to the conduct of its business or operations, promptly take extent still owned by a US Grantor on such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateraldate), each Foreign Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Foreign Security Agreement”), for recording the security interest granted hereunder to the Collateral Foreign Administrative Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, Office and the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralOffice. (g) Each Foreign Grantor agrees that (i) should it obtain or otherwise acquire an ownership interest in any item of the type set forth in Section 1(p1(h) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral material to the business of the Company and its Subsidiaries, each Grantor agrees to take, at its expense, all commercially reasonable stepssteps as determined in Grantor’s reasonable discretion, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor's reasonable business discretion) of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, in each case except where the failure to so file, register or maintain is not reasonably likely to have a Material Adverse Effect. No Grantor shall, without the extent written consent of the Agent, which shall not be unreasonably withheld or delayed, discontinue use of or otherwise abandon any such material Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer necessary or desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each Until the termination of the Credit Agreement, each Grantor shall notify the Collateral Agent promptly if it knows or has reason agrees to know that any application or registration relating to any Patentprovide, Trademark or Copyright material annually to the business Agent an updated Schedule of such Grantor may become abandoned or dedicatedits Patents, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent Trademarks and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)registered Copyrights. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not being infringed or misappropriated by a third party, such Grantor shall take such commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of determined in its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain.reasonable discretion, (d) Except at its expense, to the extent such Grantor determines in its reasonable business judgment that (i) protect or enforce such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iie) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps which it deems appropriate under the circumstances to preserve and protect each item of its material Trademarks included in the Intellectual Property Collateral, including, without limitation, maintaining substantially the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all steps reasonably necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, upon the reasonable request of Agent made upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office Office, and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Upon the occurrence of and during the continuance of an Event of Default, each entity which executes a Security Agreement Supplement as Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C B hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral material to the business of the Company and its Subsidiaries, each Grantor agrees to take, at its expense, all commercially reasonable stepssteps as determined in Grantor’s reasonable discretion, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedingsproceedings initiated by third parties, in each case except where the failure to so file, register, maintain or participate is not reasonably likely to have a Material Adverse Effect. No Grantor shall, without the extent written consent of the Agent, which shall not be unreasonably withheld or delayed, discontinue use of or otherwise abandon any such material Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have reasonably determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not no longer reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows necessary or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding desirable in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution conduct of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material business and that the loss thereof would not be reasonably likely to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)have a Material Adverse Effect. (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral and until termination or release of the security interest in the Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps in accordance with the exercise of such Grantor’s commercially reasonable stepsbusiness discretion in such Grantor’s ordinary course of business, including, without limitation, in the U.S. Patent and Trademark OfficePTO, the U.S. Copyright Office USCO and any other applicable governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark OfficePTO, the U.S. Copyright Office USCO or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except as applicable. No Grantor shall, without the written consent of the Collateral Agent, abandon any Material Intellectual Property owned by it or any Subsidiary or to the extent it or such Subsidiary has rights to do so under any applicable license agreement (in the case of licensed Material Intellectual Property) (and if any such license agreement is a JV IP License Agreement, as such JV IP License Agreement is in effect on the Fourth Amendment Effective Date or subsequently amended in accordance with Section 5.02(k)(ii) of the Credit Agreement), discontinue use of any Trademark included in the Intellectual Property Collateral or abandon any right to file an application for patent, trademark, or copyright unless such Grantor determines shall have previously determined, in its reasonable business judgment judgment, that (x) such use or the pursuit or maintenance of such Materialmaterial Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof, either individually or in the aggregate, would not commercially reasonable be reasonably likely to have a Material Adverse Effect. (b) Each Grantor agrees promptly to notify the Collateral Agent if such Grantor becomes aware (i) that any Material Intellectual Property owned by it or any Subsidiary or to the extent it or any Subsidiary has rights in such Material Intellectual Property under any applicable license agreement (in the case of licensed Material Intellectual Property) (and if any such license agreement is a JV IP License Agreement, as such JV IP License Agreement is in effect on the Fourth Amendment Effective Date or subsequently amended in accordance with Section 5.02(k)(ii) of the Credit Agreement) has become abandoned, placed in the public domain, invalid or unenforceable (other than as a result of the expiration of the statutory term for such Material Intellectual Property, or of any adverse determination or development regarding such Grantor’s or Subsidiary’s ownership of any such Material Intellectual Property or its right to register the same or to keep and maintain under and enforce the circumstances and (y) same to the failure to act could not extent the happening of such an event would reasonably be expected to materially and adversely affect the business value or utility of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedIntellectual Property Collateral, or (ii) of any adverse determination or development (including including, without limitation, the institution of, or any such determination or development in, of any proceeding in the United States Patent and Trademark Office, the United States Copyright Office PTO or any court but excluding ordinary course rejections and other ordinary course communications from court) regarding any Material Intellectual Property registries owned by it or any Subsidiary or to the extent it or any Subsidiary has rights in connection with the prosecution of such Material Intellectual Property applicationsunder any applicable license agreement (in the case of licensed Material Intellectual Property) regarding (and if any such Grantor’s ownership license agreement is a JV IP License Agreement, as such JV IP License Agreement is in effect on the Fourth Amendment Effective Date or subsequently amended in accordance with Section 5.02(k)(ii) of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(cCredit Agreement). (c) Except In the event that any Grantor becomes aware that any Material Intellectual Property owned by it or any Subsidiary or to the extent it or such Subsidiary has rights in such Material Intellectual Property under any applicable license agreement (in the case of licensed Material Intellectual Property) (and if any such license agreement is a JV IP License Agreement, as such JV IP License Agreement is in effect on the Fourth Amendment Effective Date or subsequently amended in accordance with Section 5.02(k)(ii) of the Credit Agreement) is being infringed or misappropriated by a third party, such Grantor determines in its reasonable business judgment that (i) shall promptly notify, or cause such Intellectual Property Subsidiary to promptly notify, the Collateral is not Agent and shall take, or cause such Subsidiary to take, commercially reasonable actions (unless failure to maintain under the circumstances and (ii) take such actions (including permitting the actions of others) and omissions could would not reasonably be expected to materially have a Material Adverse Effect), at its expense, to protect or enforce such Material Intellectual Property, including, without limitation, as Grantor deems necessary or desirable in its reasonable business discretion, suing for infringement or misappropriation and adversely affect the business of any Grantor, no for an injunction against such infringement or misappropriation. (d) Each Grantor shall take, and cause each of its Subsidiaries to take, commercially reasonable actions to use proper statutory notice in connection with its use of each item of Material Intellectual Property owned by it or such GrantorSubsidiary or to the extent it or such Subsidiary has rights in such Material Intellectual Property under any applicable license agreement (in the case of licensed Material Intellectual Property) (and if any such license agreement is a JV IP License Agreement, as such JV IP License Agreement is in effect on the Fourth Amendment Effective Date or subsequently amended in accordance with Section 5.02(k)(ii) of the Credit Agreement) as reasonably necessary to maintain such Grantor’s or Subsidiary’s rights therein. No Grantor shall (i) do or permit permitauthorize, or allow any Subsidiary to do or authorize, any act or knowingly omit to do any act whereby any of its itsthe licensed Material Intellectual Property Collateral referred to in the foregoing sentence may lapse or become invalid or unenforceable or placed in the public domain, or (ii) do or permit, or allow any Subsidiary to do or permit, any act or knowingly omit to do any act whereby any of the owned Material Intellectual Property referred to in the foregoing sentence may lapse or become invalid or unenforceable or placed in the public domain. (de) Except Each Grantor shall take, and cause each of its Subsidiaries to take, commercially reasonable actions which it or the Collateral Agent deems reasonable and appropriate under the circumstances to preserve and protect each item of itsthe Material Intellectual Property owned by it or such Subsidiary or to the extent it or such Grantor determines Subsidiary has rights in its reasonable business judgment that (i) such Material Intellectual Property Collateral under any applicable license agreement (in the case of licensed Material Intellectual Property) (and if any such license agreement is not commercially reasonable to maintain under a JV IP License Agreement, as such JV IP License Agreement is in effect on the circumstances and (iiFourth Amendment Effective Date or subsequently amended in accordance with Section 5.02(k)(ii) of the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property CollateralCredit Agreement), including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent in all material respects with the quality of the products and or services as of the date hereof, and taking all steps reasonably necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its the Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Borrower and Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark OfficePTO, the U.S. Copyright Office USCO and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (ithat, before the Obligations have been paid in full in accordance with Section 1.02(b) of the Credit Agreement, should it obtain an ownership interest in or license to any item of the type set forth in Section 1(p2(f) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a but otherwise would be part of the Intellectual Property Collateral if such Grantor had an ownership interest in or license to such item on the date hereof (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral material to the business of the Grantors, each Grantor agrees to take, at its expense, all commercially reasonable steps, and shall not knowingly omit to do any act, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral material to the extent business of the Grantors, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application or registration relating to any Patent, Trademark or Copyright item of the Intellectual Property Collateral material to the business of such Grantor the Grantors may have become abandoned abandoned, placed in the public domain, invalid or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership or use of any Patentsuch Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or Copyright any court) regarding any item of the Intellectual Property Collateral material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Grantors. (c) Except In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral material to the extent business of the Grantors is being infringed or misappropriated by a third party, such Grantor determines in shall promptly notify the Collateral Agent and shall take all reasonable actions, at its reasonable business judgment that (i) expense, to protect or enforce such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances Collateral, including, without limitation, suing for infringement or misappropriation and (ii) for an injunction against such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do infringement or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domainmisappropriation. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps to preserve use proper statutory notice in connection with its use of each item of its Intellectual Property Collateral. (e) Each Grantor shall take all steps which it or the Collateral Agent deems reasonable and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral material to the business of the Grantors, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the material Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the material Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in or license to any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With Subject to the last sentence of this Section 13(a), with respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Agent, sell, assign, convey, transfer, discontinue use of, permit to the extent lapse, or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances conduct of such Grantor’s business and (y) that the failure to act loss thereof could not reasonably be expected likely to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark item of Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register any patent, trademark or copyright included in the same, Intellectual Property Collateral or to keep and maintain the sameand enforce any issued patent or patent application or any registration or application for any trademark or copyright, except with respect to the extent that such Grantor is permitted to abandon or discontinue use of such Intellectual Property Collateral under Section 13(a) above, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required material to maintain or pursue pursuant to Sections 10(a) or 10(c)such Grantor’s business. (c) Except In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral that is material to the extent such Grantor’s business is being infringed, misappropriated, diluted or otherwise violated by a third party, such Grantor determines in shall promptly notify the Agent and shall take such actions, at its expense, as such Grantor or the Agent deems reasonable business judgment that (i) and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral is not commercially reasonable to maintain under Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) Each Grantor shall use appropriate statutory notice in connection with its use of registered trademarks, appropriate marking practices in connection with its use of patents, and appropriate notice of copyright in connection with the circumstances and (ii) such actions (including permitting publication of copyrights, in each case, that are included in the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Intellectual Property Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except , except to the extent that such Grantor determines in its reasonable business judgment that (i) is permitted to abandon or discontinue use of such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and Section 13(a) above. (iie) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it or, consistent with the terms of this Agreement, the Agent deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and and, to the extent reasonably requested by the Agent, any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain or otherwise acquire an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Collateral Agent. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark of the Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take such actions, at its expense, as such Grantor or the Collateral Agent deems reasonable to maintain and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions Each Grantor shall use proper statutory notice in connection with its use of others) and omissions could not reasonably be expected to materially and adversely affect the business each item of any Grantor, no its Intellectual Property Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it or the Collateral Agent deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(e) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration prosecution and maintenance of each Patentpatent, Trademarktrademark, or copyright registration or application now pending in the United States and Copyright registration and application for registrationin each other appropriate jurisdiction as determined in such Grantor’s reasonable business judgment, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer necessary or advisable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Collateral Agent. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of material Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark material Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of material Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of material Intellectual Property Collateral is not commercially being infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take such actions, at its expense, as such Grantor (and, if a Default shall have occurred and be continuing, the Collateral Agent) deems reasonable to maintain and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and seeking an injunction against continued infringement or misappropriation. (iid) such actions (including permitting the actions Each Grantor shall use commercially reasonable efforts to use proper statutory notice in connection with its use of others) and omissions could not reasonably be expected to materially and adversely affect the business each item of any Grantor, no its material Intellectual Property Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it (or, if a Default shall have occurred and be continuing, the Collateral Agent) deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its material Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B C hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property CollateralCollateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorityauthority located in the United States, to (i) maintain the validity and enforceability of such any registered Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, and or Copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions as could not be reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (dc) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the where failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantorcause a Material Adverse Effect, each Grantor shall take all commercially reasonable steps which it (or the Collateral Agent during the continuation of an Event of Default) deems reasonable and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent abide by the applicable license’s terms with respect to the standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gd) Each Grantor agrees that (i) that, should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on Intellectual Property Collateral after the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. . (e) Each Grantor shall, concurrently with (x) in the delivery case of financial statements under Section 6.01(b) Material Recordable Publishing Copyrights, not more than 95 days following the last day of every fiscal year of the Credit AgreementCompany and (y) in the case of any other Material Recordable Intellectual Property, execute not more than 95 days following the last day of each fiscal year of the Company and 50 days following the last day of each fiscal quarter of the Company, sign and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “appropriate Intellectual Property Security Agreement Supplement”) covering such After-Acquired with respect to all Material Recordable Intellectual Property which owned by it as of the last day of the most recently ended fiscal year or fiscal quarter (as applicable), to the extent that such Material Recordable Intellectual Property is not covered by any previous Intellectual Property Security Agreement Supplement(s) shall be recorded so signed and delivered by it. In each case, it will promptly cooperate as necessary to enable the Collateral Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office, the U.S. Patent and Trademark OfficeOffice or, the U.S. Copyright Office and with respect to any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Propertymaterial foreign Trademark, any applicable foreign intellectual property registry, as appropriate.

As to Intellectual Property Collateral. (ai) With Except as set forth in the last sentence of this clause (i), with respect to each item of its Intellectual Property Collateral, each Grantor Loan Party agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other United States governmental authority, to (iA) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (iiB) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such GrantorLoan Party, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except . Except to the extent permitted pursuant to this Agreement, no Loan Party shall, without the written consent of the Administrative Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment Loan Party shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Loan Party's business and that the loss thereof would not commercially be reasonably likely to have a Material Adverse Effect, in which case, such Loan Party will give notice quarterly of any such abandonment to the Administrative Agent. (ii) Each Loan Party shall take all steps which it or the Administrative Agent deems reasonable to maintain and appropriate under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (eiii) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor Loan Party agrees that (i) should it obtain an a material ownership interest in any item of the type set forth in Section 1(p9.01(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “"After-Acquired Intellectual Property”) ") (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shallAt the end of each quarter, concurrently with each Loan Party shall give prompt written notice to the delivery Administrative Agent identifying the After-Acquired Intellectual Property (other than patent applications and trade secrets, the disclosure of financial statements under Section 6.01(bwhich shall not be required until a patent is issued) of the Credit Agreementacquired during such quarter, and such Loan Party shall execute and deliver to the Collateral AgentAdministrative Agent with such written notice, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) Supplement covering such After-Acquired Intellectual Property and any newly issued patents, which Intellectual Property IP Security Agreement Supplement(s) shall Supplement may be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item of its material Intellectual Property CollateralCollateral owned by each Grantor, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office, the Canadian Intellectual Property Office and any other governmental authorityauthority located in the United States or Canada, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) if consistent with the reasonable business judgment of such Grantor, pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of owned by such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except to without the extent written consent of the Collateral Agent, discontinue use of or otherwise abandon any of its material Intellectual Property Collateral, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business conduct of any such Grantor’s business. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware that any application or registration relating to any Patent, Trademark or Copyright item of Intellectual Property Collateral material to the conduct of its business of such Grantor may have become abandoned abandoned, placed in the public domain, invalid or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, Intellectual Property Collateral or its right to register the same, same or to keep and maintain and enforce the same, except with respect to any unless the maintenance of such Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)no longer desirable in the conduct of such Grantor’s business. (c) Except to In the extent such event that any Grantor determines in becomes aware that any material item of its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not being infringed or misappropriated by a third party in any way that would reasonably be expected to materially have a Material Adverse Effect, such Grantor shall promptly notify the Collateral Agent and adversely affect shall take such actions, at its expense, as such Grantor or the business of any GrantorCollateral Agent reasonably deems appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, no including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral material to the conduct of its business may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to , unless the extent such Grantor determines in its reasonable business judgment that (i) maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances and conduct of such Grantor’s business. (iie) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps which it or the Collateral Agent (during the continuation of an Event of Default) reasonably deems appropriate under the circumstances to preserve and protect each item of its material Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office, the Canadian Intellectual Property Office and any other U.S. or Canadian governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(q) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor's business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Collateral Agent. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application or registration relating to any Patent, Trademark or Copyright item of the Intellectual Property Collateral material to the conduct of the business of such Grantor the Borrower and its Subsidiaries, taken as a whole, may have become abandoned abandoned, placed in the public domain, invalid or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s 's ownership of any Patent, Trademark of the Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c).Collateral. <PAGE> 18 (c) Except In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral material to the extent conduct of the business of the Borrower and its Subsidiaries, taken as a whole, is being infringed or misappropriated by a third party, such Grantor determines in shall promptly notify the Collateral Agent and shall take such actions, at its expense, as such Grantor or the Collateral Agent deems reasonable business judgment that (i) and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (iid) such actions (including permitting the actions Each Grantor shall use proper statutory notice in connection with its use of others) and omissions could not reasonably be expected to materially and adversely affect the business each item of any Grantor, no its Intellectual Property Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except . No Grantor shall, without written consent of the Collateral Agent, discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (i) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor's business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any Grantor, each such abandonment to the Collateral Agent. (e) Each Grantor shall take all commercially steps which it or the Collateral Agent deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property CollateralCollateral material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its U.S. Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B C hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “"Intellectual Property Security Agreement”"), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property."

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, to the extent it believes the same to be appropriate in the exercise of its commercially reasonable judgment, and to the extent such steps are applicable to the particular type of Intellectual Property, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, as applicable, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Agent, abandon any Intellectual Property Collateral, or abandon any right to the extent file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor's business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business have a Material Adverse Effect, in which case, such Grantor will give prompt notice of any Grantorsuch abandonment to the Collateral Agent. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of the Intellectual Property Collateral that is material may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright material to of the business of such Grantor, its right to register the same, Intellectual Property Collateral or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination other than in an office action or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any material item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral that is material to Grantor's business is being materially infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take such commercially reasonable and appropriate actions, at its expense, to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) Each Grantor shall use proper statutory notice in connection with its use of each item of its Intellectual Property Collateral to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable necessary to maintain under the circumstances and (ii) such actions (including permitting the actions preserve any of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no its rights therein. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domaindomain except to the extent that it is commercially reasonable to do so. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all steps which it deems to be appropriate in the exercise of its commercially reasonable steps judgment to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the TrademarksTrademarks owned by Grantor, consistent with the quality of the products and services as of the date hereof, and taking all steps reasonably necessary to ensure that all licensed users of any of the Trademarks owned by Grantor use such consistent standards of quality. (ef) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B E hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (an “"Intellectual Property Security Agreement”"), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities in the United States necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “"After-Acquired Intellectual Property”) ") (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shallshall give prompt written notice to the Collateral Agent identifying the After-Acquired Intellectual Property that is the subject of a registration or application for registration in any jurisdiction, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, and such Grantor shall execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C F hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (each, an “Intellectual Property "IP Security Agreement Supplement”") covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With Except as could not reasonably be expected to have a Material Adverse Effect, with respect to each item of its Registered Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent USPTO and Trademark Office, the U.S. Copyright Office and any other governmental authorityUSCO, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent USPTO and Trademark Office, the U.S. Copyright Office or other governmental authoritiesUSCO, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that . (xb) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act Except as could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each have a Material Adverse Effect, each Grantor shall notify use proper statutory notice in connection with its use of Intellectual Property Collateral registered with, issued by, or applied for with the Collateral Agent promptly if it knows USPTO or has reason to know USCO that any application or registration relating to any Patent, Trademark or Copyright is material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent Borrower and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Restricted Subsidiaries. Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions as could not be reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Registered Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (dc) Except Notwithstanding the foregoing, each Grantor may refrain from taking, or shall be permitted to take, as the extent such Grantor case may be, any actions otherwise prohibited or required by the foregoing clauses (a) and (b) of this Section 9 with respect to Intellectual Property Collateral which it determines in its good faith commercially reasonable business judgment that not to be useful to the business of the Borrower and its Restricted Subsidiaries or worth protecting or maintaining (i) including without limitation by abandoning, failing to defend or maintain or causing any such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantorbecome unenforceable, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateralabandoned, including, without limitation, maintaining the quality of any and all products invalidated or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of qualitypublicly available). (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (fd) With respect to its Registered Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property IP Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Registered Intellectual Property Collateral with the U.S. Patent USPTO and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralUSCO. (ge) Each Without limiting Section 1, each Grantor (other than Holdings) agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part not, as of the Intellectual Property CollateralClosing Date, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with to the delivery of financial statements under extent required pursuant to Section 6.01(b) 6.12 of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in an IP Security Agreement Supplement covering such After- Acquired Intellectual Property which IP Security Agreement Supplement shall be recorded promptly by such Grantor with the form of Exhibit C hereto or otherwise in form USPTO and substance satisfactory USCO. (f) At such time as the Collateral Agent is lawfully entitled to exercise its rights and remedies under Section 14, each Grantor grants to the Collateral Agent an irrevocable, non- exclusive license (eachexercisable without payment of royalty or other compensation to such Grantor) subject, an “in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, assign or sublicense any Intellectual Property Security Agreement Supplement”Collateral in which such Grantor has rights wherever the same may be located, including, without limitation, in such license access to (i) covering such After-Acquired Intellectual Property all media in which Intellectual Property Security Agreement Supplement(s) shall any of the licensed items may be recorded with or stored, and (ii) all software and computer programs used for compilation or print-out. The license granted under this Section is to enable the U.S. Patent Collateral Agent to exercise its rights and Trademark Office, the U.S. Copyright Office remedies under Section 14 and any for no other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Propertypurpose.

As to Intellectual Property Collateral. (a) With Subject to the last sentence of this Section 14(a), with respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. No Grantor shall, except without the written consent of the Collateral Trustee, sell, assign, convey, transfer, discontinue use of, permit to the extent lapse, or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain under no longer desirable in the circumstances conduct of such Grantor’s business and (y) that the failure to act loss thereof could not reasonably be expected likely to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly Trustee if it knows or has reason to know such Grantor becomes aware (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark item of Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register any patent, trademark or copyright included in the same, Intellectual Property Collateral or to keep and maintain the sameand enforce any issued patent or patent application or any registration or application for any trademark or copyright, except with respect to the extent that such Grantor is permitted to abandon or discontinue use of such Intellectual Property Collateral under Section 14(a) above, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required material to maintain or pursue pursuant to Sections 10(a) or 10(c)such Grantor’s business. (c) Except In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral that is material to the extent such Grantor’s business is being infringed, misappropriated, diluted or otherwise violated by a third party, such Grantor determines in shall promptly notify the Collateral Trustee and shall take such actions, at its expense, as such Grantor or the Collateral Trustee deems reasonable business judgment that (i) and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral is not commercially reasonable to maintain under Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) Each Grantor shall use appropriate statutory notice in connection with its use of registered trademarks, appropriate marking practices in connection with its use of patents, and appropriate notice of copyright in connection with the circumstances and (ii) such actions (including permitting publication of copyrights, in each case, that are included in the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Intellectual Property Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except , except to the extent that such Grantor determines in its reasonable business judgment that (i) is permitted to abandon or discontinue use of such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and Section 14(a) above. (iie) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it or, consistent with the terms of this Agreement, the Collateral Trustee deems reasonable steps and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent Trustee (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent Trustee in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and and, to the extent reasonably requested by the Collateral Trustee, any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain or otherwise acquire an ownership interest in any item of the type set forth in Section 1(p2(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral material to such Grantor’s business, each Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other U.S. governmental authority, to to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except . Subject to the extent Intercreditor Agreement, no Grantor shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have previously determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain have a material adverse effect on the financial condition or results of operations of the Borrower and its subsidiaries, taken as a whole, or the ability of the Borrower to perform its obligations under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any GrantorIndenture Documents. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application or registration relating to any Patent, Trademark or Copyright item of the Intellectual Property Collateral material to such Grantor’s business may have become abandoned, placed in the business of such Grantor may become abandoned public domain, invalid or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright of the Intellectual Property Collateral that is material to the business of such Grantor, ’s business or its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required material to maintain or pursue pursuant to Sections 10(a) or 10(c)such Grantor’s business. (c) Except In the event that any Grantor becomes aware that any item of the Intellectual Property Collateral material to such Grantor’s business is being materially infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take such actions, at its expense, as such Grantor or, subject to the extent such Grantor determines in its Intercreditor Agreement, upon the occurrence and during the continuation of an Event of Default, the Collateral Agent, deems reasonable business judgment that (i) and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) Each Grantor shall use proper statutory notice in connection with its use of each item of its Intellectual Property Collateral is not commercially reasonable material to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no ’s business. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its the Intellectual Property Collateral material to such Grantor’s business may lapse or become invalid or unenforceable or placed in the public domain. (de) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially steps which it or, subject to the Intercreditor Agreement, upon the occurrence and during the continuation of an Event of Default, as necessary to, or as the Collateral Agent, deems reasonable steps to and appropriate under the circumstances to, preserve and protect each item of its Intellectual Property CollateralCollateral material to such Grantor’s business, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (an a “Second Lien Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect No Grantor shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of Grantor’s business and that the loss thereof could not reasonably be expected to have a Material Adverse Change. (b) Grantor shall use proper statutory notice in connection with its use of each item of its Intellectual Property Collateral. Except as permitted in Section 17(a) above, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, and Copyright registration and application for registration, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (fc) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent Secured Parties (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (gd) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p6(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shallshall give prompt written notice to the Collateral Agent identifying the After-Acquired Intellectual Property, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, and Grantor shall execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent Secured Parties (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With Unless such Loan Party shall have previously determined that the loss of such Intellectual Property would not reasonably be expected to have a Material Adverse Effect, with respect to each item of its Intellectual Property Collateral, each US Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, as such US Grantor deems appropriate under the circumstances in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other United States governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such US Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except . Except to the extent permitted by the Credit Agreement, no US Grantor shall, without the written consent of the US Administrative Agent, sell, assign, convey, transfer, discontinue use of, permit to lapse, or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such US Grantor determines in its reasonable business judgment shall have previously determined that (x) the loss of such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (y) the failure to act could would not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each If the result of such abandonment, invalidity, unenforceability, determination or any other action would reasonably be expected to have a Material Adverse Effect, each US Grantor shall agrees promptly to notify the Collateral US Administrative Agent promptly if it knows or has reason to know such US Grantor becomes aware (i) that any application item of the Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such US Grantor’s ownership of any Patent, Trademark item of Intellectual Property Collateral or Copyright material to the business of such Grantor, its right to register any patent, trademark or copyright included in the same, Intellectual Property Collateral or to keep and maintain and enforce any issued patent or patent application or any registration or application for any trademark or copyright, or (ii) of any adverse determination or the sameinstitution of any proceeding (including, except with respect to without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)Collateral. (c) Except to In the extent such event that any US Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not being infringed, misappropriated, diluted or otherwise violated by a third party, and such infringement or misappropriation would reasonably be expected to result in a Material Adverse Effect, such US Grantor shall promptly notify the US Administrative Agent and shall take all commercially reasonable actions, at its expense, to maintain under protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) Each US Grantor shall use proper statutory notice in connection with its use of registered trademarks, proper marking practices in connection with its use of patents, and appropriate notice of copyright in connection with the circumstances and (ii) such actions (including permitting publication of copyrights, in each case, that are included in the actions of others) and omissions could Intellectual Property Collateral, except where the failure to do so would not reasonably be expected to materially and adversely affect the business of any Grantor, no result in a Material Adverse Effect. No US Grantor shall do or permit any act or knowingly omit to do any act whereby any of its the Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent , except where such Grantor determines loss of rights in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could would not reasonably be expected to materially and adversely affect the business of any Grantor, each result in a Material Adverse Effect. (e) Each US Grantor shall take all commercially reasonable steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (ef) Each Grantor shallWithin 60 days after the date hereof, unless it reasonably determines that such item of with respect to the Intellectual Property Collateral is not material set forth on Schedule IV (to the conduct of its business or operations, promptly take extent still owned by a US Grantor on such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateraldate), each US Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral US Administrative Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, Office and the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralOffice. (g) Each US Grantor agrees that (i) should it obtain or otherwise acquire an ownership interest in any item of the type set forth in Section 1(p1(h) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) With respect to each item of its any Intellectual Property CollateralCollateral that is owned by a Grantor and is material to the conduct of the business of the Borrower and its Subsidiaries, each taken as a whole (the “Material Owned IP”), such Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral Material Owned IP and maintain such Intellectual Property Collateral Material Owned IP in full force and effect, and (ii) pursue the maintain any patent, trademark, or copyright registration and maintenance of each Patent, Trademark, and Copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral Material Owned IP of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except except, in each case, as could not reasonably be expected to have a Material Adverse Effect. No Grantor shall, without the extent written consent of the Collateral Agent, discontinue use of or otherwise abandon any Material Owned IP, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines shall have previously determined in its reasonable business judgment that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of the Material Registered IP may have become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark of the Material Owned IP or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any Intellectual Property Collateral that Grantor is not required to maintain adverse determination or pursue pursuant to Sections 10(athe institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) or 10(c)regarding any item of the Material Registered IP. (c) Except to In the extent event that any Grantor becomes aware that any item of the Material Owned IP is being infringed or misappropriated by a third party, such Grantor determines in shall promptly notify the Collateral Agent and shall take such actions, at its expense, as such Grantor or the Collateral Agent deems reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain and appropriate under the circumstances and to protect or enforce such Material Owned IP. (iid) Each Grantor shall use proper statutory notice in connection with its use of each item of its Material Registered IP, except where the lack of such actions (including permitting the actions of others) and omissions notices could not reasonably be expected to materially and adversely affect the business of any Grantor, no result in a Material Adverse Effect. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral Material Registered IP may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent , unless such Grantor determines shall have previously determined in its reasonable business judgment that (i) such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of qualityhave a Material Adverse Effect. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property CollateralMaterial Registered IP, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral Material Registered IP with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralMaterial Registered IP. (gf) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.)

As to Intellectual Property Collateral. (a) Each Grantor agrees that should it obtain an ownership interest in any Intellectual Property that is not on the date hereof a part of the Intellectual Property Collateral ("AFTER-ACQUIRED INTELLECTUAL PROPERTY") or becomes a party to any IP Agreement (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Within twenty (20) days after the acquisition of any material After-Acquired Intellectual Property or any Registered IP, each Grantor shall give prompt written notice to the Collateral Agent identifying such After-Acquired Intellectual Property or Registered IP. For any such Registered IP, such Grantor shall execute and deliver to the Collateral Agent with such written notice, or otherwise authenticate, an agreement substantially in the form of Exhibit G hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (an "IP SECURITY AGREEMENT SUPPLEMENT") covering such Registered IP, which IP Security Agreement Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Registered IP. (b) With respect to each item of its Intellectual Property CollateralRegistered IP, each Grantor agrees to take, at its expense, (i) all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral Registered IP except where such Grantor has decided to let such Registered IP lapse and maintain such Intellectual Property Collateral in full force and effectlapse would not have a Material Adverse Effect, and (ii) pursue all steps which it or the registration and maintenance of each Patent, Trademark, and Copyright registration and application for registration, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral is not commercially reasonable to maintain Agent reasonably deems necessary under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantor. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve and protect each item of its Intellectual Property CollateralRegistered IP. With respect to Trademarks, includingeach Grantor agrees to take, without limitation, maintaining at its expense all steps which it or the Collateral Agent reasonably deems necessary to maintain the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality, except where failure to do so would not have a Material Adverse Effect. No Grantor shall discontinue use of or otherwise abandon any Registered IP or Trademarks, unless such Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor's business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect. (c) Each Grantor agrees promptly to notify the Collateral Agent if such Grantor becomes aware (i) that any material Registered IP may have become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Grantor's ownership of any of such Registered IP, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any material item of the Registered IP or any material Trademarks. (d) In the event that any Grantor becomes aware that any item of the After-Acquired Intellectual Property is being materially infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take such actions, at its expense, as such Grantor or the Collateral Agent reasonably deems necessary under the circumstances to protect or enforce such After-Acquired Intellectual Property, except where the failure to do so would not have a Material Adverse Effect. (e) Each Grantor shall, unless it reasonably determines that such item shall use proper statutory notice in connection with its use of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation Copyrights and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon Trademarks included in the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. (g) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) (x) , except where the provisions of this Agreement shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject failure to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral Agent, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property Security Agreement Supplement”) covering such After-Acquired Intellectual Property which Intellectual Property Security Agreement Supplement(s) shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Propertydo so would not have a Material Adverse Effect.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property Collateral that constitutes Material Intellectual Property (“Material Intellectual Property Collateral”), except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to each item of its Material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all commercially reasonable stepsactions that it determines are necessary in accordance with the exercise of its business discretion, including, without limitation, register in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Material Intellectual Property Collateral and maintain such Material Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Material Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, in all cases except to the extent such Grantor determines in its reasonable business judgment that (x) such Intellectual Property Collateral in accordance with prudent industry practice, in the reasonable judgment of management or that is uneconomical, negligible, obsolete or otherwise not commercially reasonable to maintain under material in the circumstances and conduct of its business or (y) pursuant to a transaction permitted by Section 7.04 of the failure to act could not reasonably be expected to materially and adversely affect Credit Agreement or Section 7.05 of the business of any GrantorCredit Agreement. (b) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c). (c) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) such actions (including permitting the actions of others) and omissions as could not be reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Material Intellectual Property Collateral may lapse lapse, be terminated or become invalid or unenforceable or placed in the public domaindomain (or, in case of a trade secret, lose its competitive value). (dc) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the when failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantorcause a Material Adverse Effect, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided actions that it determines are necessary in connection with any of the Trademarks, consistent accordance with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct exercise of its business or operations, promptly take such actions as it deems reasonable under the circumstances discretion to preserve and protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Material Intellectual Property Collateral. (fd) With respect to its Material Intellectual Property Collateral, on the Closing Date or such later date as provided under the terms of the Credit Agreement or which the Collateral Agent consents to in writing, each Grantor agrees to execute and deliver to the Collateral Agent Agent, with respect to all Material Intellectual Property Collateral that is registered or otherwise authenticate one or more agreementswith respect to which registration is pending (i) an agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (an a “Intellectual Property Copyright Security Agreement”), (ii) an agreement, in substantially the form set forth in Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (a “Patent Security Agreement”) and (iii) an agreement, in substantially the form set forth in Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (a “Trademark Security Agreement” and, together with each Copyright Security Agreement and each Patent Security Agreement, the “Intellectual Property Security Agreements”), in each case for recording the security interest granted hereunder to the Collateral Agent in such Material Intellectual Property Collateral with the U.S. Patent and Trademark Office, Office or the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralOffice, as applicable. (ge) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Material Intellectual Property Collateral (collectively, the “After-Acquired Material Intellectual Property”) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Material Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Material Intellectual Property Collateral if and to the extent such After-Acquired Material Intellectual Property meets the definition of Material Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with Promptly following the delivery of financial statements under each Compliance Certificate pursuant to Section 6.01(b6.02(b) of the Credit Agreement, as set forth in Section 6.14(b) of the Credit Agreement, each Grantor shall provide written notice to the Collateral Agent identifying the After-Acquired Material Intellectual Property consisting of patents, patent applications, trademark registrations, trademark applications, copyright registrations, and copyright applications that is Material Intellectual Property Collateral acquired during such fiscal year, and such Grantor shall execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements substantially in the form of Exhibit C hereto or otherwise an agreement in form and substance reasonably satisfactory to the Collateral Agent (each, an “Intellectual Property IP Domestic Security Agreement Supplement”) covering such After-Acquired Material Intellectual Property which that constitutes Material Intellectual Property Collateral, which IP Domestic Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Material Intellectual Property. Notwithstanding anything to the contrary herein, nothing in this Agreement or any other Loan Document shall require any Loan Party or any of their Subsidiaries to make any filings or take any actions to record or perfect the Administrative Agent’s Lien on and security interest in any intellectual property Collateral other than Collateral that is Material Intellectual Property. (f) Notwithstanding anything to the contrary in this Agreement or any other Collateral Document, no Grantor shall be obligated to (a) effect any filings with respect to Material Intellectual Property Collateral outside of the country of such Grantor’s incorporation or formation, or (b) perfect any Lien in any intellectual property established in any jurisdiction other than such Grantor’s jurisdiction of incorporation or formation.

As to Intellectual Property Collateral. (a) With respect to each item of its Intellectual Property CollateralCollateral material to the business of the Company and its Subsidiaries, each Grantor agrees to take, at its expense, all commercially reasonable stepssteps as determined in Grantor’s reasonable discretion, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of each Patentpatent, Trademarktrademark, and Copyright or copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings; in each case except where the failure to so file, except register or maintain is not reasonably likely to the extent have a Material Adverse Effect. No Grantor shall discontinue use of or otherwise abandon any such material Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines in its reasonable business judgment shall have determined that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer necessary or desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (y) the failure to act could not reasonably be expected to materially and adversely affect the business of any Grantorhave a Material Adverse Effect. (b) Each Grantor shall notify agrees to provide, annually to the Collateral Agent promptly if it knows or has reason to know that any application or registration relating to any Patentan updated Schedule of its Patents, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent Trademarks and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark or Copyright material to the business of such Grantor, its right to register the same, or to keep and maintain the same, except with respect to any Intellectual Property Collateral that Grantor is not required to maintain or pursue pursuant to Sections 10(a) or 10(c)registered Copyrights. (c) Except to In the extent such event that any Grantor determines in its reasonable business judgment becomes aware that (i) such any item of the Intellectual Property Collateral is not being infringed or misappropriated by a third party, such Grantor shall take such commercially reasonable actions determined in its reasonable discretion, at its expense, to maintain under the circumstances and (ii) protect or enforce such actions (including permitting the actions of others) and omissions could not reasonably be expected to materially and adversely affect the business of any Grantor, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse Collateral, including, without limitation, suing for infringement or become invalid misappropriation and for an injunction against such infringement or unenforceable or placed in the public domainmisappropriation. (d) Except to the extent such Grantor determines in its reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Each Grantor shall take all commercially reasonable steps which it deems appropriate under the circumstances to preserve and protect each item of its material Trademarks included in the Intellectual Property Collateral, including, without limitation, maintaining substantially the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the general quality of the products and services as of the date hereof, and taking all steps reasonably necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property Collateral, upon the reasonable request of the Collateral Agent made upon the occurrence and during the continuance of an Actionable Default, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreementsan agreement, in substantially the form set forth in Exhibit B A hereto or otherwise in form and substance satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the U.S. Patent and Trademark Office, the U.S. Copyright Office Office, and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral; provided, however, that notwithstanding the foregoing, the applicable Grantors shall, on the date hereof, execute or otherwise authenticate and deliver an Intellectual Property Security Agreement with respect to each of the Copyrights listed on Schedule IV(D) hereto under the subheading “Copyrights to be Recorded Against”. (gf) Each Grantor agrees that (i) should it obtain Upon the occurrence of and during the continuance of an ownership interest in any item of the type set forth in Section 1(p) that is not on the date hereof a part of the Intellectual Property CollateralActionable Default or, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on Copyright, upon the date hereof a part reasonable request of the Intellectual Property Collateral (collectivelyAgent, the “After-Acquired Intellectual Property”) (x) the provisions of this each entity which executes a Security Agreement Supplement as Grantor shall automatically apply thereto, and (y) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each Grantor shall, concurrently with the delivery of financial statements under Section 6.01(b) of the Credit Agreement, execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C B hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

As to Intellectual Property Collateral. (a) With respect to each item of its any Intellectual Property CollateralCollateral that is owned by a Grantor and is material to the conduct of the business of the Borrower and its Subsidiaries, each taken as a whole (the “Material Owned IP”), such Grantor agrees to take, at its expense, all commercially reasonable necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of such Intellectual Property Collateral Material Owned IP and maintain such Intellectual Property Collateral Material Owned IP in full force and effect, and (ii) pursue the maintain any patent, trademark, or copyright registration and maintenance of each Patent, Trademark, and Copyright registration and application for registrationor application, now or hereafter included in such Intellectual Property Collateral Material Owned IP of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, except except, in each case, as could not reasonably be expected to have a Material Adverse Effect. No Grantor shall, without the extent written consent of the Collateral Agent, discontinue use of or otherwise abandon any Material Owned IP, or abandon any right to file an application for patent, trademark, or copyright, unless such Grantor determines shall have previously determined in its reasonable business judgment that (x) such use or the pursuit or maintenance of such Intellectual Property Collateral is not commercially reasonable to maintain no longer desirable in the conduct of such Grantor’s business under the circumstances and that the loss thereof would not be reasonably likely to have a Material Adverse Effect. With respect to any Material Owned IP that is owned by a Grantor but is otherwise recorded in the name of a predecessor in interest or in the prior name of such Grantor, such Grantor agrees to file, within one hundred and fifty (y150) days following the failure Closing Date (which period may be extended in the sole and absolute discretion of the Collateral Agent) and at its expense, all necessary documents, including, without limitation, merger certificates, formal assignments or name change documents, with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority, to act could not reasonably be expected to materially reflect and adversely affect effect such Grantor as the business registrant of any Grantorrecord. (b) Each Grantor shall agrees promptly to notify the Collateral Agent promptly if it knows or has reason to know such Grantor becomes aware (i) that any application item of the Material Registered IP has become abandoned, placed in the public domain, invalid or registration relating to any Patent, Trademark or Copyright material to the business of such Grantor may become abandoned or dedicatedunenforceable, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court but excluding ordinary course rejections and other ordinary course communications from Intellectual Property registries in connection with the prosecution of Intellectual Property applications) regarding such Grantor’s ownership of any Patent, Trademark of the Material Owned IP or Copyright material to the business of such Grantor, its right to register the same, same or to keep and maintain and enforce the same, except with respect to or (ii) of any Intellectual Property Collateral that Grantor is not required to maintain adverse determination or pursue pursuant to Sections 10(athe institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) or 10(c)regarding any item of the Material Registered IP. (c) Except to In the extent event that any Grantor becomes aware that any item of the Material Owned IP is being infringed or misappropriated by a third party, such Grantor determines in shall notify the Collateral Agent and shall take such actions, at its expense, as such Grantor or the Collateral Agent deems reasonable business judgment that (i) such Intellectual Property Collateral is not commercially reasonable to maintain and appropriate under the circumstances and to protect or enforce such Material Owned IP. (iid) Each Grantor shall use proper statutory notice in connection with its use of each item of its Material Registered IP, except where the lack of such actions (including permitting the actions of others) and omissions notices could not reasonably be expected to materially and adversely affect the business of any Grantor, no result in a Material Adverse Effect. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral Material Registered IP may lapse or become invalid or unenforceable or placed in the public domain. (d) Except to the extent , unless such Grantor determines shall have previously determined in its reasonable business judgment that (i) such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not commercially reasonable be reasonably likely to maintain under the circumstances and (ii) the failure to do so could not reasonably be expected to materially and adversely affect the business of any Grantor, each Grantor shall take all commercially reasonable steps to preserve each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of qualityhave a Material Adverse Effect. (e) Each Grantor shall, unless it reasonably determines that such item of Intellectual Property Collateral is not material to the conduct of its business or operations, promptly take such actions as it deems reasonable under the circumstances to protect each item of its Intellectual Property Collateral, which actions may include suing for infringement, misappropriation, dilution or other violation and recovering any and all damages for such infringement, misappropriation, dilution or other violation, and upon the occurrence and during the continuation of an Event of Default shall take such other actions as the Collateral Agent deems appropriate under the circumstances to protect the Intellectual Property Collateral. (f) With respect to its Intellectual Property CollateralMaterial Registered IP, each Grantor agrees to execute and deliver to the Collateral Agent or otherwise authenticate one or more agreements, an agreement in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral Material Registered IP with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Intellectual Property CollateralMaterial Registered IP. (gf) Each Grantor agrees that (i) should it obtain an ownership interest in any item of the type set forth in Section 1(p1(g) that is not on the date hereof a part of the Intellectual Property Collateral, (ii) should it obtain an exclusive license to use any registered Copyrights that are not on the date hereof a part of the Intellectual Property Collateral, or (iii) should it file a Statement of Use or an Amendment to Allege Use with respect to any intent-to-use Trademark application that is not on the date hereof a part of the Intellectual Property Collateral (collectively, the “After-Acquired Intellectual Property”) ) (xi) the provisions of this Agreement shall automatically apply thereto, and (yii) any such After-Acquired Intellectual Property and, in the case of Trademarkstrademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto. Each At the end of each fiscal quarter of the Borrower, each Grantor shallshall give prompt written notice to the Collateral Agent identifying the After-Acquired Intellectual Property, concurrently in each case that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and that is registered or filed with the delivery of financial statements under Section 6.01(b) of the Credit AgreementU.S. Copyright Office or U.S. Patent and Trademark Office or equivalent foreign offices, acquired during such fiscal quarter, and such Grantor shall execute and deliver to the Collateral AgentAgent with such written notice, or otherwise authenticate, one or more agreements an agreement substantially in the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Collateral Agent (each, an “Intellectual Property IP Security Agreement Supplement”) covering such After-Acquired Intellectual Property Property, which Intellectual Property IP Security Agreement Supplement(s) Supplement shall be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.