Common use of As to Intellectual Property Collateral Clause in Contracts

As to Intellectual Property Collateral. (a) Each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in 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 and (ii) pursue the registration and maintenance of patent, trademark or copyright registration or application now or hereafter included in 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, or abandon any right to file an application for letters 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 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 letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall will give reasonable prompt notice of any such abandonment to the Collateral Administrative Agent.

As to Intellectual Property Collateral. (a) Each Except as otherwise provided in this subsection (a), with respect to each item of its Intellectual Property Collateral material to the operation of the business of such Grantor, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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, with respect to each Patent listed on Schedule VII hereto, to the extent (A) such Patent is 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 abandon such Patent or permit such Patent to lapse or expire, and (C) the lapse, expiration or abandonment of such Patents, either individually or in the aggregate, could not reasonably be expected to 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). No Other than Excluded Patents, no Grantor shall 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 letters patent, trademark trademark, or copyright, unless except for any Intellectual Property Collateral that such Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral in its commercially reasonable judgment is no longer desirable material to the operation of its business so long as such discontinuance or abandonment would not, individually or in the conduct of such Grantor’s business and that the loss thereof would not aggregate, be reasonably likely expected to have result in a Material Adverse Effect, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral material to the business of the Company and its Restricted Subsidiaries, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable steps as determined in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralreasonable 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 effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 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, or abandon any right to file an application for letters patent, trademark or copyright, Collateral 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 material to the conduct of such Grantor’s business and that the loss thereof would not 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 notice of any such abandonment to the Collateral Agentbusiness.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral material to the business of the Company and its Subsidiaries, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable steps as determined in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralreasonable 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 effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor's reasonable business discretion) of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 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 letters patent, trademark trademark, or copyright, unless such Grantor shall have previously reasonably determined that 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 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 notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral (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 necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in 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 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 letters patent, trademark 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 desirable in the conduct of such Grantor’s 's business and that the loss thereof would not 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 will give reasonable prompt notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with 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 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 discontinue use shall, without the written consent of or otherwise the Collateral Agent, abandon any Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark 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 desirable in the conduct of such Grantor’s 's business and that the loss thereof would not 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 will give reasonable prompt notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each Grantor agrees to take, at its expense, all necessary steps that Unless such Grantor Loan Party shall have previously determined are commercially reasonable in that the conduct loss of such Grantor’s business 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 Except to the extent permitted by the Credit Agreement, no Grantor shall shall, without the written consent of the Administrative Agent, sell, assign, convey, transfer, discontinue use of of, permit to lapse, or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark trademark, or copyright, unless such Grantor shall have previously determined that such use or the pursuit or maintenance loss of such Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof would not reasonably be reasonably likely expected 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 notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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, unless in any such case the failure to so maintain or pursue the 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 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 letters patent, trademark trademark, or copyright, unless in any such case 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration prosecution and maintenance of each such material patent, trademark trademark, or copyright registration or application now pending in the United States and in 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 the 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 shall, without providing to the Collateral Trustee a certificate of an acceptable officer of such Grantor detailing the material Intellectual Property to be discontinued or abandoned and certifying that 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 letters patent, trademark 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 desirable necessary or advisable in the conduct of such Grantor’s business and that the loss thereof would not 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 will give reasonable prompt notice of any such abandonment to the Collateral AgentTrustee.

As to Intellectual Property Collateral. (a) Each With respect to Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) if consistent with the reasonable business judgment of such Grantor, pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 shall, without the written consent of the Noteholder Collateral Agent, discontinue use of or otherwise abandon any such 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agentbusiness.

As to Intellectual Property Collateral. (a) Each With respect to Intellectual Property Collateral material to the conduct of its business, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patenteach Patent, trademark Trademark, or copyright Copyright registration or application material to the conduct of its business, now or hereafter included in the 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 shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any of its 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agentbusiness.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral material to the business of the Company and its Restricted Subsidiaries, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable steps as determined in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralreasonable 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 effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 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, or abandon any right to file an application for letters patent, trademark or copyright, Collateral 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 material to the conduct of such Grantor’s business and that the loss thereof would not 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 notice of any such abandonment to the Collateral Agentbusiness.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral material to the business of the Company and its Subsidiaries, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable steps as determined in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralreasonable 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 effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 discontinue use of or otherwise abandon any such material Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral (except with respect to any items of Intellectual Property Collateral which the Grantor, in its reasonable business judgment, deems not to be material to the ongoing business of the Grantor), the Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the Intellectual Property Collateral of such the 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 The Grantor shall not, without the written consent of the Collateral Trustees, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark trademark, or copyright, unless such the 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 the Grantor’s 's business and that the loss thereof would not 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 the Grantor shall will give reasonable prompt notice of any such abandonment to the Collateral AgentTrustees.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral material to the business of the Company and its Subsidiaries, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable steps as determined in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralreasonable 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 effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 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 letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral material to the business of the Company and its Subsidiaries, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable steps as determined in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralreasonable 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 effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 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 letters patent, trademark trademark, or copyright, unless such Grantor shall have previously reasonably determined that 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 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 notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of 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 that such Grantor shall have determined are commercially reasonable in accordance with the conduct exercise of such Grantor’s commercially reasonable business with respect to each item discretion in such Grantor’s ordinary course of its Intellectual Property Collateralbusiness, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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, as applicable. No Grantor shall discontinue use shall, without the written consent of or otherwise the Collateral Agent, abandon any Intellectual Property Collateral that is material to the use and operations of the Collateral or to the business, results of operations, or financial condition of such Grantor (each such Intellectual Property Collateral a “Material Intellectual Property Collateral”), discontinue use of any Trademark included in the Intellectual Property Collateral or abandon any right to file an application for letters patent, trademark trademark, or copyright, copyright unless such Grantor shall have previously determined determined, in its reasonable business judgment, that such use or the pursuit or maintenance of such Material Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof thereof, either individually or in the aggregate, would not 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 notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s '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 and (ii) pursue the registration and maintenance of patent, trademark or copyright registration or application now or hereafter included in 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, or abandon any right to file an application for letters 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 desirable in the conduct of such Grantor’s 's business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, abandoned such Grantor shall will give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of 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 that such Grantor shall have determined are commercially reasonable in accordance with the conduct exercise of such Grantor’s commercially reasonable business with respect to each item discretion in such Grantor’s ordinary course of its Intellectual Property Collateralbusiness, 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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, as applicable. No Grantor shall shall, without the written consent of the Collateral Agent, abandon any Material Intellectual Property, discontinue use of or otherwise abandon any Trademark included in the Intellectual Property Collateral, Collateral or abandon any right to file an application for letters patent, trademark trademark, or copyright, copyright unless such Grantor shall have previously determined determined, in its reasonable business judgment, that such use or the pursuit or maintenance of such Material Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof thereof, either individually or in the aggregate, would not 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 notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each 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 necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in 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 shall, 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 file an application for letters patent, trademark 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 desirable in the conduct of such Grantor’s 's business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, in which case, with respect to . In the case of any material item of Intellectual Property Collateral so abandonedCollateral, such Grantor shall will give reasonable prompt notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 its registrations for such Intellectual Property Collateral in full force and effect effect, and (ii) pursue the registration prosecution and maintenance of each such material patent, trademark trademark, or copyright registration or application now pending in the United States and in 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 the 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 shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark 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 desirable necessary or advisable in the conduct of such Grantor’s business and that the loss thereof would not 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 will give reasonable prompt notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of Intellectual Property Collateral and until termination of this Agreement in accordance with its terms, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in accordance with the conduct exercise of such Grantor’s commercially reasonable business with respect to each item judgment in such Grantor’s ordinary course of its Intellectual Property Collateralbusiness, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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, as applicable. No Grantor shall discontinue use shall, without the written consent of or otherwise the Collateral Agent, abandon any Intellectual Property Collateral that is material to the use and operations of the Collateral or to the business, results of operations, or financial condition of such Grantor (each such Intellectual Property Collateral a “Material Intellectual Property Collateral”), discontinue use of any Trademark included in the Material Intellectual Property Collateral or abandon any right to file an application for letters patent, trademark trademark, or copyright, copyright unless such Grantor shall have previously determined determined, in its reasonable business judgment, that such use or the pursuit or maintenance of such Material Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof thereof, either individually or in the aggregate, would not 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 will give reasonable prompt notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to any Intellectual Property Collateral that is owned by a Grantor and is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole (the “Material Owned IP”), such Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of maintain any patent, trademark trademark, or copyright registration or application application, now or hereafter included in the Intellectual Property Collateral such 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, in each case, as could not reasonably be expected to have a Material Adverse Effect. No Grantor shall 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 letters patent, trademark or copyrightMaterial Owned IP, unless such Grantor shall have previously determined in its reasonable business judgment 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 under the circumstances and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, in which case, with . With respect to any material item Material Owned IP that is owned by a Grantor but is otherwise recorded in the name of Intellectual Property Collateral so abandoneda predecessor in interest or in the prior name of such Grantor, such Grantor shall give reasonable notice agrees to file, within one hundred and fifty (150) days following the Closing Date (which period may be extended in the sole and absolute discretion of any such abandonment to 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 reflect and effect such Grantor as the registrant of record.

As to Intellectual Property Collateral. (a) Each 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 necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 shall, without the written consent of the Collateral Trustee, sell, assign, convey, transfer, discontinue use of of, permit to lapse, or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark 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 desirable in the conduct of such Grantor’s business and that the loss thereof would could not reasonably 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 notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all reasonably necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 shall, 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 letters patent, trademark 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 useful or desirable in the conduct of such Grantor’s 's business and that the loss thereof would not 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 will give reasonable prompt notice of any such abandonment to the Collateral AgentTrustee.

As to Intellectual Property Collateral. (a) Each Grantor With respect to each item of its Intellectual Property Collateral set forth on Schedule IV, other than any Immaterial IP Collateral, each Pledgor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patent, trademark trademark, or copyright registration or application application, now or hereafter included in the such Intellectual Property Collateral of such GrantorPledgor, 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 Pledgor shall, without the written consent of the Required Representatives, discontinue use of or otherwise abandon any Intellectual Property Collateral, other than any Immaterial IP Collateral, or abandon any right to file an application for letters letters, patent, trademark trademark, or copyright, unless such Grantor Pledgor 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 Pledgor's business and that the loss thereof would not be reasonably likely to have a Material Adverse EffectEffect (as defined in the Credit Agreements), in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall Pledgor will give reasonable prompt notice of any such abandonment to the Collateral AgentTrustees and the Representatives.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral material to the business of the Grantors, each Grantor agrees to take, at its expense, all necessary steps that such Grantor reasonable steps, and shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect not knowingly omit to each item of its Intellectual Property Collateraldo 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 shall, without the written consent of the Agent, discontinue use of or otherwise abandon any Intellectual Property CollateralCollateral material to the business of the Grantors, or abandon any right to file an application for letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral material to the business of the Company and its Restricted Subsidiaries, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable steps as determined in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralreasonable 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 effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor’s reasonable business discretion) of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 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, or abandon any right to file an application for letters patent, trademark or copyright, Collateral unless such Grantor shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is 6453343.5 19 no longer desirable in material to the conduct of such Grantor’s business and that the loss thereof would not 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 notice of any such abandonment to the Collateral Agentbusiness.

As to Intellectual Property Collateral. (a) Each Except as would not reasonably be expected to have a Material Adverse Effect, and subject to the reasonable abandonment of items of Intellectual Property Collateral by Grantor as described below, with respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in 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 material Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect effect, and (ii) pursue the registration and maintenance of each material patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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. No Grantor shall 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 letters patent, trademark trademark, or copyright, unless such provided, however, and as an express limit on the covenants to maintain and prosecute intellectual property rights set forth above, Grantor shall have may unilaterally abandon any item of Intellectual Property Collateral in the event that it has 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral 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 necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 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 letters patent, trademark 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 desirable in the conduct of such Grantor’s 's business and that the loss thereof would not 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 will give reasonable prompt notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each 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 reasonably necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 shall, without the written consent of the Agent, discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in 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 in each case to the extent such Grantor has determined that such action is not appropriate or cost effective in light of costs associated with such action or the value of the related Intellectual Property Collateral. No Grantor shall shall, without the written consent of the Trustee, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each material item of its Intellectual Property Collateral, each Grantor agrees agrees, 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, (x) to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 each such item of Intellectual Property Collateral and maintain each such item of Intellectual Property Collateral in full force and effect effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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. No Grantor shall , and (y) not to, without the written consent of the Collateral Agent (which will not be unreasonably withheld or delayed), discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 prosecution and maintenance of each patent, trademark trademark, or copyright registration or application now pending in the United States and in each other appropriate jurisdiction as determined in such Grantor’s reasonable business judgment, now or hereafter included in the 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 shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark 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 desirable necessary or advisable in the conduct of such Grantor’s business and that the loss thereof would not 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 will give reasonable prompt notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each Except as provided below, with respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 Pregis Security Agreement (Second Lien) 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 Notwithstanding the foregoing, a Grantor shall may discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark trademark, or copyright, unless provided such Grantor shall have previously reasonably 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 Effectmaterial adverse effect on the business, assets, financial condition or results of operations of the Grantor and its Subsidiaries, taken as a whole, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable reasonably prompt notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each material item of its Intellectual Property Collateral (other than in respect of any Intellectual Property Collateral that, in the judgment of such Grantor, is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole), each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in 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 authoritiesactions, 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 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 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 desirable in the conduct of such Grantor’s 's business and that the loss thereof would not 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 notice of any such abandonment to the Collateral Agent.Adverse

As to Intellectual Property Collateral. (a) Each 11.1. With respect to each item of its Intellectual Property Collateral material to the business of the Grantors, taken as a whole, each Grantor agrees to take, at its expense, all necessary steps that such Grantor reasonable steps, and shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect not knowingly omit to each item of its Intellectual Property Collateraldo 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property CollateralCollateral material to the business of the Grantors, taken as a whole, or abandon any right to file an application for letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to any Intellectual Property Collateral that is owned by a Grantor and is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole (the “Material Owned IP”), such Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of maintain any patent, trademark trademark, or copyright registration or application application, now or hereafter included in the Intellectual Property Collateral such 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, in each case, as could not reasonably be expected to have a Material Adverse Effect. No Grantor shall shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property CollateralMaterial Owned IP, or abandon any right to file an application for letters patent, trademark trademark, or copyright, unless such Grantor shall have previously determined in its reasonable business judgment 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each 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 necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in 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-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 shall, 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 file an application for letters patent, trademark 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 desirable in the conduct of such Grantor’s 's business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, in which case, with respect to . In the case of any material item of Intellectual Property Collateral so abandonedCollateral, such Grantor shall will give reasonable prompt notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each material item of its Intellectual Property Collateral (other than in respect of any Intellectual Property Collateral that, in the judgment of such Grantor, is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole), each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in 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 authoritiesactions, 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 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 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 desirable in the conduct of such Grantor’s 's business and that the loss thereof would not 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 will give reasonable prompt notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each Grantor With respect to each item of its Intellectual Property Collateral set forth on Schedule IV, other than any Immaterial IP Collateral, each Pledgor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the such Intellectual Property Collateral of such GrantorPledgor, 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 Pledgor shall, without the written consent of the Required Representatives, discontinue use of or otherwise abandon any Intellectual Property Collateral, other than any Immaterial IP Collateral, or abandon any right to file an application for letters patent, trademark trademark, or copyright, unless such Grantor Pledgor 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 Pledgor's business and that the loss thereof would not be reasonably likely to have a Material Adverse EffectEffect (as defined in the Credit Agreements), in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall Pledgor will give reasonable prompt notice of any such abandonment to the Collateral AgentTrustees and the Representatives.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 all material Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect effect, and (ii) to the extent commercially reasonable, pursue the registration and maintenance of each material patent, trademark trademark, or copyright registration or application application, now or hereafter included in 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 shall, without the Table of Contents 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 letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each Except as 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 necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 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 letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral material to the business of the Grantors, each Grantor agrees to take, at its expense, all necessary steps that such Grantor reasonable steps, and shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect not knowingly omit to each item of its Intellectual Property Collateraldo 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 shall, without the written consent of the Collateral Agent, discontinue use of or otherwise abandon any Intellectual Property CollateralCollateral material to the business of the Grantors, or abandon any right to file an application for letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral (if any) material to the operation of the business of each Grantor, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 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 letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall will give reasonable prompt notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each material item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of each such patent, trademark trademark, or copyright registration or application application, now or hereafter included in 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 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 letters patent, trademark 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 desirable in the conduct of such Grantor’s 's business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, case such Grantor shall will give reasonable prompt notice of any such abandonment of any material Intellectual Property Collateral to the Collateral Administrative Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Intellectual Property Collateral material to the business of the Company and its Subsidiaries, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable steps as determined in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralreasonable 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 effect, and (ii) pursue the registration and maintenance (in accordance with the exercise of such Grantor's reasonable business discretion) of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the 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 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 letters patent, trademark 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 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, in which case, with respect to any material item of Intellectual Property Collateral so abandoned, such Grantor shall give reasonable notice of any such abandonment to the Collateral Agent.

As to Intellectual Property Collateral. (a) Each With respect to each item of its Material Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 Material Intellectual Property Collateral and maintain each such item of Intellectual Property Collateral in full force and effect effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in the Material Intellectual Property Collateral of such GrantorGrantor in a commercially reasonable manner, 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 shall, without the written consent of the Administrative Agent, discontinue use of or otherwise abandon any Material Intellectual Property Collateral, or abandon any right to file an application for letters patent, trademark trademark, or copyright, unless such Grantor shall have previously determined that such use or the pursuit or maintenance of such Material Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s 's business and that the loss thereof would not 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 will give reasonable notice of any such abandonment to the Collateral AgentAdministrative Agent 30 days after the end of the Fiscal Quarter in which such abandonment or discontinuance occurred.

As to Intellectual Property Collateral. (aA) Each With respect to each item of its Intellectual Property Collateral, each Grantor agrees to take, at its expense, all necessary steps that such Grantor shall have determined are commercially reasonable in the conduct of such Grantor’s business with respect to each item of its Intellectual Property Collateralsteps, 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 effect, and (ii) pursue the registration and maintenance of each patent, trademark trademark, or copyright registration or application application, now or hereafter included in 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 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 letters patent, trademark 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 desirable in the conduct of such Grantor’s 's business and that the loss thereof would not 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 will give reasonable prompt notice of any such abandonment to the Collateral Agent.