Common use of As to Intellectual Property Collateral Clause in Contracts

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatprovision: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, Collateral at a level substantially consistent with the quality of products and services offered under such Trademark as of the date hereof, (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor reasonably and in good faith determines that either (x) such Intellectual Property Collateral is of negligible economic value to such Grantor or (y) the loss of such Intellectual Property Collateral would not be material to such Grantor; (db) the such Grantor shall promptly notify the Collateral Agent immediately Lender if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may may, in the Grantor’s reasonable commercial judgment, become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it such Grantor promptly informs the Collateral AgentLender and, and upon request of the Collateral AgentLender (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Agent Lender may reasonably request to evidence the Collateral Agent's Lender’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; and (fd) the such Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application will promptly (and to obtain the relevant registrationbut no less than quarterly) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent Lender (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectivelyhereto following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Collateral Agent Lender any other document reasonably required to acknowledge or register or perfect evidence the Collateral Agent's Lender’s interest in any part of the such item of Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's Agent?s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Grantor shall, contemporaneously herewith, herewith execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, Collateral at a level substantially consistent with the quality of products and services offered under such Trademark as of the date hereof, (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor reasonably and in good faith determines that either (x) the further prosecution or maintenance of such Intellectual Property Collateral is not economically justified in relation to the economic value, or potential or expected economic value to such Grantor or any other Credit Obligor, (y) the loss of such Intellectual Property Collateral would not be material to such Grantor or any other Credit Obligor or (z) the Grantor, in its reasonable judgment, determines that further prosecution of such Intellectual Property Collateral is unlikely to result in an allowance of exclusive patent rights; (db) the such Grantor shall promptly notify the Collateral Agent immediately Lender if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may may, in the Grantor’s reasonable commercial judgment, become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) at the times and with such frequency set forth in no event Section 4.5(e) below, each Grantor shall notify the Grantor or any Lender of its agents, employees, designees or licensees file the filing of an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofthereof by such Grantor or any of its agents, unless it promptly informs the Collateral Agentemployees, and designees or licensees, and, upon request of the Collateral AgentLender (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Agent Lender may reasonably request to evidence the Collateral Agent's Lender’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all reasonable and necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofthereof (subject to the terms of the Credit Agreement), to maintain and pursue any material application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) or such Grantor reasonably and (cin good faith determines that the failure to take any such step would not have a material adverse effect on the interests of the Lender in such Intellectual Property Collateral)).; and (ge) such Grantor will within 45 days after the Grantor shall, contemporaneously herewith, end of each Fiscal Quarter execute and deliver to the Collateral Agent Lender (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C heretohereto following its obtaining an interest in any such Intellectual Property or such Grantor filing (or any of its agents, respectivelyemployees, designees or licensees filing on behalf of a Grantor) an application for the registration of any Intellectual Property Collateral in accordance with Section 4.5(c) above, and shall execute and deliver to the Collateral Agent Lender any other document reasonably required to acknowledge or register or perfect evidence the Collateral Agent's Lender’s interest in any part of the such item of Intellectual Property CollateralCollateral unless such Grantor shall determine in good faith (with the consent of the Lender) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the such Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. unenforceable except upon the expiration of the life of the applicable patent, (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the such Trademark Collateral in order to maintain all of the such Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the such Trademark Collateral, , (iiiC) fail to employ all of the such Trademark Collateral registered with any Federal federal or state state, or if requested by the Administrative Agent, foreign authority with an appropriate notice of such registration, , (ivD) knowingly adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the such Trademark Collateral, , (vE) use any of the such Trademark Collateral registered with any Federal or federal, state or if requested by the Administrative Agent, foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and or (viF) do or permit any act or knowingly omit to do any act whereby any of the such Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the such Copyright Collateral or any of the such Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor shall reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor or in the case of Trade Secret Collateral, the publication of such information is customary in the ordinary course of business of such Grantor; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, knows that any application or registration relating to any material item of the such Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceableunenforceable (other than upon the expiration of the life of the applicable patent), or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or if requested by the Administrative Agent, any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the such Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any such material Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement), executes such Grantor shall execute and delivers any and deliver all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement), if requested by the Administrative Agent, any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the each such Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) or to the extent such Grantor shall reasonably and (cin good faith determine is of immaterial economic value to such Grantor)).; (ge) following the obtaining of an interest in any such Intellectual Property Collateral by such Grantor, such Grantor shallshall deliver a supplement to Schedule III identifying such new Intellectual Property Collateral; and (f) following the obtaining of an interest in any such Intellectual Property Collateral by such Grantor or, contemporaneously herewithfollowing the occurrence and during the continuance of an Event of Default, execute upon the request of the Administrative Agent, such Grantor shall deliver all agreements, instruments and deliver documents the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document as may otherwise be required to acknowledge or register or perfect the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatGrantor: (a) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor shall not, unless the Grantor shall either either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the Grantor shall notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms form of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatsuch Grantor: (a) the Such Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, not do any act, or omit to do any act, whereby any of the its Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark its Patent Collateral is of negligible economic value to the such Grantor, or (ii) have a reasonable and valid business purpose to do otherwise,. (b) Such Grantor shall not, and such Grantor shall not permit any of its licensees to: (i) fail to continue to use any of the its Trademark Collateral in order to maintain all of the its Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the its Trademark Collateral, (iii) fail to employ all of the its Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the its Trademark Collateral, (v) use any of the its Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the its Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the its Trademark Collateral may lapse or become invalid or unenforceable. (c) the , unless such Grantor shall not, unless the Grantor shall either either (ix) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets its Trademark Collateral is of negligible economic value to the such Grantor, or or (iiy) have a reasonable and valid business purpose to do otherwise, . (c) Such Grantor shall not do or permit any act or knowingly omit to do any act whereby any of the its Copyright Collateral or any of the its Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof, unless such Grantor shall either (i) reasonably and in good faith determine that any of its Copyright Collateral or any of its Trade Secrets Collateral is of negligible economic value to such Grantor, or (ii) have a reasonable and valid business purpose to do otherwise. (d) the Such Grantor shall notify the Collateral Agent Secured Party immediately if it knows, or has reason to know, that any application or registration relating to any material item of the its Intellectual Property Collateral may become abandoned or dedicated to the public or be placed in the public domain or become invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the its Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly upon such filing informs the Collateral AgentSecured Party, and upon request of the Collateral AgentSecured Party, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent Secured Party may reasonably request to evidence the Collateral Agent's Secured Party’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the such Grantor relating thereto or represented thereby. (f) the Such Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the its Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Such Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent Secured Party a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent Secured Party any other document required to acknowledge or register or perfect the Collateral Agent's Secured Party’s interest in any part of the its Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatGrantor: (a) the The Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, not do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable, unless the Grantor shall either (i) reasonably and in good faith determine that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) has a reasonable and valid business purpose to do otherwise. (b) the The Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise,: (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor shall not, unless the Grantor shall either either (ix) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Trademark Collateral is of negligible economic value to the Grantor, or or (iiy) have a reasonable and valid business purpose to do otherwise, . (c) The Grantor shall not do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or be placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof, unless the Grantor shall either (i) reasonably and in good faith determine that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a reasonable and valid business purpose to do otherwise. (d) the The Grantor shall notify the Collateral Agent Secured Party immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or be placed in the public domain or become invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly upon such filing informs the Collateral AgentSecured Party, and upon request of the Collateral AgentSecured Party, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent Secured Party may reasonably request to evidence the Collateral Agent's Secured Party’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the The Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the The Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent Secured Party a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent Secured Party any other document required to acknowledge or register or perfect the Collateral Agent's Secured Party’s interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the business of the Grantor thatsuch Grantor: (a) the with respect to its Owned Intellectual Property Collateral, such Grantor shall not, unless the Grantor shall either not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or knowingly fail to the Collateral Agent) that perform any act whereby any of the Patent Collateral is of negligible economic value likely to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not itself or permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past at least the quality of products and services offered under all the Trademark Collateral as of the Trademark Collateral, date hereof, (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, registration to the extent legally required, (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use , unless rights in such Trademark Collateral inure solely to Grantor and do not infringe or weaken the validity or enforceability of any of the Trademark Intellectual Property Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (viE) do or knowingly permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may is likely to lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or knowingly permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may is likely to lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), the lapse, abandonment, failure to maintain quality, invalidation or unenforceability in respect of any item of such Owned Intellectual Property Collateral (individually and collectively, “Abandonment” or “Abandoned”) could not reasonably be expected to have a Material Adverse Effect; (db) the such Grantor shall promptly notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may is likely to become abandoned or Abandoned, dedicated to the public or placed in the public domain or deemed invalid or unenforceable, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the such Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same., unless such Abandonment, determination or development could not reasonably be expected to have a Material Adverse Effect; (ec) in no event such Grantor shall the (i) within ninety (90) days of such Grantor or any of its agentsagents on its behalf, employeesemployees on its behalf, or designees or licensees file on its behalf filing an application for the registration of any Intellectual Property Collateral Patent or Trademark with the United States Patent and Trademark OfficeOffice or obtaining an ownership interest in any United States Patent or Trademark application or registration or (ii) within thirty (30) days of such Grantor or any of its agents on its behalf, employees on its behalf, or designees on its behalf filing an application for the registration of any Copyright at the United States Copyright Office or obtaining an ownership interest in, or becoming an exclusive licensee of any similar office material United States Patent, Trademark or agency in any other country Copyright application or any political subdivision thereofregistration pursuant to a written agreement, unless it promptly informs inform the Collateral Agent, and upon request of promptly execute and deliver an Intellectual Property Security Agreement substantially in the Collateral Agentform set forth as Exhibits A, executes B or C hereto as applicable and delivers any and all agreements, instruments, such other documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Agent's ’s security interest in such Owned Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; and (fd) the such Grantor shall take all necessary commercially reasonable steps, including in any proceeding before the United States Patent and Trademark Office, Office and the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofOffice, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the of its Owned Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation Abandonment is permitted under the foregoing clauses clause (a), ) or (b) and (c)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatprovision: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral if such failure could reasonably be expected to result in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, Collateral at a level substantially consistent with the quality of products and services offered under such Trademark Collateral as of the date hereof, (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , or (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (viD) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor in its reasonable business judgment and in good faith determines that either (x) such Intellectual Property Collateral is of negligible economic value to such Grantor or (y) the loss of such Intellectual Property Collateral would not be material to such Grantor; (db) the such Grantor shall promptly (but no less often than quarterly) notify the Collateral Agent immediately Lender if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may (excluding non-exclusive licenses of Intellectual Property) may, in the Grantor’s reasonable commercial judgment, become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of or the validity or enforceability of any of the material Intellectual Property Collateral, or its right to register the same or to keep and maintain and enforce the same.; and (ec) in such Grantor will promptly (but no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (fless than quarterly) the Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent Lender (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectivelyhereto following its obtaining an interest in any such Intellectual Property Collateral, and shall execute and deliver to the Collateral Agent Lender any other document and all agreements, instruments and documents reasonably required to acknowledge or register or perfect evidence the Collateral Agent's Lender’s interest in any part of the such item of Intellectual Property Collateral.

As to Intellectual Property Collateral. The (a) Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the business of the Grantor thatsuch Grantor: (ai) the such Grantor shall not, unless the Grantor shall either not (iA) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bB) the Grantor shall not, and the Grantor shall not itself or permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iI) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiII) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiIII) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivIV) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use , unless rights in such Trademark Collateral inure solely to Grantor and do not infringe or weaken the validity or enforceability of any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been madeIntellectual Property Collateral, and (viC) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (cD) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (A), (B), (C) and (D), such Grantor shall reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor, and the loss of such Intellectual Property Collateral would not have a Material Adverse Effect on its business; (dii) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to knowreasonably suspects, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or become invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the such Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; and (eiii) in no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall take all reasonably necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency and corresponding offices in any other country or any political subdivision thereofcountries of the world, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)). (gb) Upon the request of the Administrative Agent, each Grantor shallcovenants and agrees to provide a complete and accurate list of (i) (A) all issued and applied-for Patents owned by each Grantor, contemporaneously herewithincluding those that have been issued by or are on file with the United States Patent and Trademark Office or corresponding offices in other countries of the world and (B) all Patent Licenses, (ii) (A) all registered and applied-for Trademarks owned by each Grantor, including those that are registered, or for which an application for registration has been made, with the United States Patent and Trademark Office or corresponding offices in other countries of the world and (B) all Trademark Licenses, and (iii) (A) all registered and applied-for Copyrights owned by each Grantor, including those that are registered, or for which an application for registration has been made, with the United States Copyright Office or corresponding offices in other countries of the world and (B) all Copyright Licenses, including an indication of which of those Copyright Licenses are exclusive licenses granted to such Grantor in respect of any Copyright that is registered with the United States Copyright Office. (c) Each Grantor covenants and agrees from time to time to execute and deliver to the Collateral Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in such IP Filings as are reasonably necessary to assure the forms Administrative Agent of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateralits security interests granted hereunder.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral (except for the tangible components of the Grantor thatComputer Hardware and Software Collateral) material to the operations or business of such Grantor: (a) the such Grantor shall will not, unless the Grantor shall either and will not knowingly permit any third party or licensee to, (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that do or permit any of the Patent Collateral is of negligible economic value to the Grantor, act or (ii) have a valid business purpose to do otherwise, do any act, or knowingly omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any unenforceable except upon expiration of the Trademark Collateral is end of negligible economic value to an unrenewable term of a registration thereof or as otherwise permitted by the GrantorCredit Agreement, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iii) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (cv) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i) through (v), (x) such Grantor shall reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor or (y) the loss of such Intellectual Property Collateral would not have a Material Adverse Effect; (db) such Grantor shall not permit any third party or licensee to adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral unless, (x) such Grantor shall reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor or (y) the loss of such Intellectual Property Collateral would not have a Material Adverse Effect; (c) unless otherwise permitted by the Credit Agreement, such Grantor shall promptly notify the Collateral Agent immediately if it knows, or has reason to know, knows that any application or registration relating to any material item of the Intellectual Property Collateral may become (except for the tangible components of the Computer Hardware and Software Collateral) has a reasonable likelihood of becoming abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any courtOffice) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ed) in no event shall concurrently with the delivery of a Compliance Certificate pursuant to clause (c) of Section 7.1.1 of the Credit Agreement, each Grantor or any of its agentsthat has, employeessince the date the Compliance Certificate was last delivered, designees or licensees file (i) filed an application for the registration of any Intellectual Property Collateral Patent or Trademark with the United States Patent and Trademark OfficeOffice or (ii) received, as owner or exclusive licensee, a Copyright registration with the United States Copyright Office or any similar office or agency Copyright, in any other country or any political subdivision thereofeach case to the extent such Intellectual Property constitutes Collateral, unless it promptly informs shall inform the Collateral Administrative Agent, and upon request of the Collateral Administrative Agent, executes promptly execute and delivers any deliver an Intellectual Property Security Agreement substantially in the form set forth as Exhibits A, B and all agreements, instruments, C hereto and other documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fe) the such Grantor shall will take all necessary commercially reasonable steps, including in any proceeding before the United States Patent and Trademark Office, Office the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofOffice, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Owned Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the Credit Agreement or under the foregoing clauses clause (a), ) or (b)); and (f) and concurrently with the delivery of a Compliance Certificate pursuant to clause (c)). (g) of Section 7.1.1 of the Credit Agreement, each Grantor shallthat has obtained, contemporaneously herewithsince the date the Compliance Certificate was last delivered, an ownership interest in any Patent, Copyright or Trademark, in each case to the extent such Intellectual Property constitutes Collateral, shall execute and deliver to the Collateral Agent a Patent Security Agreement, Copyright Security Agreement or a Trademark Security Agreement and a Copyright Security Agreement in the forms form of Exhibit A, Exhibit B and or Exhibit C heretoC, respectivelyas applicable, and in each case such Grantor shall execute and deliver to the Collateral Agent any other document required to acknowledge or register register, record or perfect the Collateral Agent's ’s security interest in any part of the such item of Intellectual Property Collateralunless such Grantor shall otherwise determine in good faith using its commercially reasonable business judgment that any such Intellectual Property is not material.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all Collateral at a level substantially consistent with the quality of products and services offered under such Trademark as of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, date hereof, (ivC) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vD) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the such Trademark Collateral has been made, and made or substantially related thereto or (viE) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor reasonably and in good faith determines that either (x) such Intellectual Property Collateral is of negligible economic value to such Grantor or (y) the loss of such Intellectual Property Collateral would not be material to such Grantor; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may may, in the Grantor’s reasonable commercial judgment, reasonably be expected to become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it such Grantor promptly informs the Collateral AgentAdministrative Agent in writing and, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all reasonable and necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofthereof (subject to the terms of the Credit Agreement), to maintain and pursue any material application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes Taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), ) or (b) or such Grantor reasonably and (cin good faith determines that the failure to take any such step would not have a material adverse effect on the interests of the Administrative Agent in such Intellectual Property Collateral)).; and (ge) the such Grantor shallwill, contemporaneously herewithon a quarterly basis, execute and deliver to the Collateral Administrative Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Collateral Administrative Agent any other document reasonably required to acknowledge or register or perfect evidence the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property CollateralCollateral unless such Grantor shall determine in good faith (with the consent of the Required Lenders) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the The Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the The Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iiiC) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (vE) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the The Grantor shall not, unless the Grantor shall either either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the The Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may reasonably would be expected to become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the The Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the The Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreementan Agreement (Patent), a Trademark Security an Agreement (Trademark) and a Copyright Security an Agreement (Copyright) in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's ’s interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the condition (financial or otherwise), business, operations, liabilities (contingent or otherwise) or properties of the Grantor thatObligors taken as a whole: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor, or (y) have a valid business purpose to do otherwise; (db) the such Grantor shall promptly notify the Collateral Agent immediately if it knows, knows or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development develop in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Indenture) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; and (gd) on the Issue Date (and thereafter upon the request of the Collateral Agent; provided that, unless an Event of Default has occurred and is continuing, such request shall be made no more than once in any period of 12 consecutive months) such Grantor shall, contemporaneously herewith, will promptly execute and deliver to the Collateral Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectivelyhereto following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's ’s interest in any part of the such item of Intellectual Property CollateralCollateral unless the Grantor shall determine in good faith (with the consent of the Collateral Agent, which consent shall not be unreasonably withheld or delayed) that any Intellectual Property Collateral is of negligible economic value to the Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will use commercially reasonable efforts to not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of immaterial economic value to such Grantor, or (y) have a valid business purpose to do otherwise; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral AgentAdministrative Agent within 60 days after such filing, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall take all necessary stepswill use commercially reasonable efforts, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the any material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; and (ge) the such Grantor shall, contemporaneously herewith, will promptly (but no less than quarterly) execute and deliver to the Collateral Administrative Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C heretohereto following its obtaining an interest in any such registered, respectivelyissued or pending Intellectual Property, and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's interest in any part of the such item of Intellectual Property CollateralCollateral unless the Grantor shall determine in good faith that any Intellectual Property Collateral is of immaterial economic value to the Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the material Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force force, free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor shall reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. ; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any material Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.;

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor, or (y) the loss of the Intellectual Property Collateral would not have a Material Adverse Effect on the business; (db) the such Grantor shall promptly notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral AgentAgent (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; and (ge) the such Grantor shall, contemporaneously herewith, will promptly execute and deliver to the Collateral Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectivelyhereto following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's ’s interest in any part of the such item of Intellectual Property CollateralCollateral unless such Grantor shall determine in good faith (with the consent of the Agent) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate with respect to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the material Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force force, free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor shall reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any material Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the each material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; (ge) the upon obtaining an interest in any material Intellectual Property by such Grantor, such Grantor shall, contemporaneously herewith, execute and shall deliver a supplement to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement Schedule II identifying such new Intellectual Property; and (f) upon obtaining an interest in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectivelyany material Intellectual Property by such Grantor or, and following the occurrence and during the continuance of an Event of Default, upon the request of the Administrative Agent, such Grantor shall execute deliver all agreements, instruments and deliver documents the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property Collateral Agent any other document and as may otherwise be required to acknowledge or register or perfect the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property CollateralCollateral unless such Grantor shall determine in good faith (with the consent of the Administrative Agent) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatGrantor: (a) the Grantor shall not, unless the Grantor shall either will use commercially reasonable efforts to not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), the Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of immaterial economic value to the Grantor, or (y) have a valid business purpose to do otherwise; (db) the Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall will the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral AgentAdministrative Agent within 60 days after such filing, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the Grantor shall take all necessary stepswill use commercially reasonable efforts, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the any material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; and (ge) the Grantor shall, contemporaneously herewith, will promptly (but no less than quarterly) execute and deliver to the Collateral Administrative Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C heretohereto following its obtaining an interest in any such registered, respectivelyissued or pending Intellectual Property, and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's interest in any part of the such item of Intellectual Property CollateralCollateral unless the Grantor shall determine in good faith that any Intellectual Property Collateral is of immaterial economic value to the Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit authorize any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all Collateral at a level substantially consistent with the quality of products and services offered under such Trademark as of the Trademark Collateral registered with any Federal date hereof, (C) [reserved], (D) [reserved], (E) [reserved] or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. unenforceable or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor reasonably and in good faith determines that either (x) such Intellectual Property Collateral is of negligible economic value to such Grantor or (y) the loss of such Intellectual Property Collateral would not be material to such Grantor; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, knows that any application or registration relating to any material item of the Intellectual Property Collateral may may, in the Grantor’s reasonable commercial judgment, become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark OfficeUSPTO, the United States Copyright Office USCO or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall deliver, on a quarterly basis, together with the Grantor or any delivery of its agentsthe applicable Compliance Certificate for such quarter, employees, designees or licensees file an application a report listing all applications for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office USPTO or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agentthereof filed during such quarter, and upon the request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement and this Security Agreement), executes the applicable Grantor shall execute and delivers any and deliver all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such any Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the [reserved] (e) such Grantor shall will take all reasonable and necessary stepssteps (in such Grantor’s reasonable business judgement), including in any proceeding before the United States Patent and Trademark OfficeUSPTO, the United States Copyright Office USCO or any similar office or agency in any other country or any political subdivision thereofthereof (subject to the terms of the Credit Agreement), to maintain and pursue any material application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; and (gf) the such Grantor shall, contemporaneously herewith, will promptly (but no less than quarterly and sooner if requested by Administrative Agent) execute and deliver to the Collateral Administrative Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, hereto following its obtaining an interest in any such Intellectual Property and shall execute and deliver to the Collateral Administrative Agent any other document reasonably required to acknowledge or register or perfect evidence the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property CollateralCollateral unless such Grantor shall determine in good faith (with the consent of the Administrative Agent, such consent not to be unreasonably withheld) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the material Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor, or (y) the loss of the Intellectual Property Collateral would not be reasonably likely to have a Material Adverse Effect on the business; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any material Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the each material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; (ge) following the obtaining of an interest in any material Intellectual Property by such Grantor, such Grantor shallshall deliver a supplement to Schedule II identifying such new Intellectual Property; and (f) following the obtaining of an interest in any material Intellectual Property by such Grantor or, contemporaneously herewithfollowing the occurrence and during the continuance of an Event of Default, execute upon the request of the Administrative Agent, such Grantor shall deliver all agreements, instruments and deliver documents the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document as may otherwise be required to acknowledge or register or perfect the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property CollateralCollateral unless such Grantor shall determine in good faith (with the consent of the Administrative Agent) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Grantor covenants and agrees With respect to comply with the following provisions as such provisions relate to any each item of Intellectual Property Collateral of the Grantor thatCollateral: (a) the No Grantor shall not, unless the Grantor shall either (i) reasonably will fail to use a commercially appropriate standard of quality (which may be consistent with such Grantor’s past practices) in the manufacture, sale and delivery of products and services sold or delivered under or in good faith determine (and notice of connection with Trademarks owned by or licensed to such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have will fail to employ with all Trademarks (whether or not registered with any Official Body) an appropriate notice of such Trademark, or (iii) will fail to employ with all Copyrights an appropriate notice of such Copyright, or (iv) will fail to employ with all Patents registered with the PTO, or with an Official Body in a valid business purpose to foreign country, an appropriate notice of such registration. (b) No Grantor will do otherwise, do or permit any act, act (or omit to do any act, ) whereby any of the Patent Intellectual Property Collateral owned by Grantor may lapse or become abandoned or abandoned, forfeited, invalid, dedicated to the public or unenforceable. unenforceable (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof) without the prior written consent of Administrative Agent; provided that so long as no Default or Event of Default has occurred or is continuing, no Grantor shall be obligated to protect, defend or maintain any such Intellectual Property Collateral that such Grantor determines, in the good faith and reasonable exercise of its business judgment, is no longer material to such Grantor, to Grantors taken as a whole, or to the business or operations of such Grantor or Grantors taken as a whole (but provided further, that after the occurrence and during the continuance of a Default or Event of Default, Administrative Agent may require a Grantor to protect, defend or maintain such Intellectual Property Collateral and thereafter protect, defend or maintain such Intellectual Property Collateral in such jurisdictions as Administrative Agent deems necessary or desirable). (dc) the Each Grantor shall will promptly notify the Collateral Administrative Agent immediately if it knows, such Grantor believes (or has reason to know, believe) that (i) any application to register or registration relating to any material item of the Intellectual Property Collateral may become abandoned or abandoned, dedicated to the public or public, placed in the public domain or domain, invalid or unenforceable, or of any (ii) there has been or will be an adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark OfficePTO, the United States Copyright Office or any foreign counterpart thereof or any courtother Official Body) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same same, or its right to keep and use, keep, maintain and enforce the same. (ed) in no event shall the If any Grantor or any of its agents, employees, designees or licensees file files an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark OfficePTO, the United States Copyright Office or any similar office other Official Body, then such Grantor must notify Administrative Agent thereof within 90 calendar days thereafter (or agency in 30 calendar days thereafter, for any other country or any political subdivision thereof, unless it promptly informs the Collateral AgentCopyright), and upon request of the Collateral Administrative Agent, executes must promptly execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral that Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented therebyCollateral. (fe) the Each Grantor shall take will perform all necessary steps, acts and will pay all required fees and taxes (including in any proceeding before the United States Patent and Trademark OfficePTO, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, Official Body) to maintain all Intellectual Property Collateral owned by such Grantor (including Domain Names registered by or on behalf of Grantor) in full force and effect in such jurisdictions as is necessary (in such Grantor’s reasonable business judgment, unless otherwise provided in Section 3.2(b)) for the proper conduct of such Grantor’s business and to pursue any application (and to obtain the relevant registration) for registration filed with respect to, and to maintain any registration of, the such Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, and interference and cancellation proceedings and proceedings. (f) Upon any Grantor’s acquisition of any Intellectual Property Collateral, the payment acquisition of fees and taxes (except which must be recorded in order to the extent that dedicationperfect such Grantor’s interest therein, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c))then such Grantor will promptly record its interest therein. (g) Each Grantor (i) will protect, defend and maintain the Grantor shallvalidity and enforceability of all the Intellectual Property Collateral and (ii) will use commercially reasonable efforts to detect violations, contemporaneously herewithinfringements and misappropriations of such Intellectual Property Collateral and promptly notify Administrative Agent in writing of material violations, execute infringements and/or misappropriations detected. (h) Each Grantor, on a continuing basis, will apply to register such Grantor’s Trademarks, pursue patent protection for such Grantor’s inventions, and deliver register the most recent versions of any of such Grantor’s Copyrights and Other Intellectual Property to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in extent that any such registration would be consistent with customary industry practice or such Grantor’s historical business practices or the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver failure to the Collateral Agent register could reasonably be expected to be materially adverse to Grantor’s business. (i) No Grantor will enter into any other document required agreement that would impair or conflict with such Grantor’s obligations hereunder with respect to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral, except as otherwise permitted hereby or under the Loan Agreement. (j) Each Grantor, on a continuing basis, will make, execute, acknowledge and deliver, and will file and record in the proper filing and recording places in the United States, any state thereof and any other country or any political subdivision thereof, all such instruments, collateral agreements and filings (including all appropriate financing and continuation statements) with the PTO, the United States Copyright Office or any other Official Body, as applicable, and will take all such action as Administrative Agent may reasonably deem to be necessary to perfect Administrative Agent’s security interest in all Intellectual Property Collateral and otherwise to carry out the intent and purpose of this Security Agreement, or for assuring and confirming to Administrative Agent the grant or perfection of a security interest in all Intellectual Property Collateral. (k) Each Grantor, on a continuing basis, will ensure that it has appropriate measures in place to ensure that all material that may constitute Intellectual Property Collateral created by or on behalf of such Grantor has been appropriately assigned by any developer to such Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the such Grantor that: (a) the Such Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, not do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Patent Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise,. (b) Such Grantor shall not, and such Grantor shall not permit any of its licensees to: (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the , unless such Grantor shall not, unless the Grantor shall either either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Trademark Collateral is of negligible economic value to the such Grantor, or or (ii) have a valid business purpose to do otherwise, , (c) Such Grantor shall not do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof, unless such Grantor shall either (i) reasonably and in good faith determine that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to such Grantor, or (ii) have a valid business purpose to do otherwise. (d) the Such Grantor shall notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly upon such filing informs the Collateral Administrative Agent, and upon request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the such Grantor relating thereto or represented thereby. (f) the Such Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Such Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's ’s interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable.; (b) the such Grantor shall not, and the such Grantor shall not permit any of its licensees to, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral in a manner which might reasonably be expected to cause material impairment of any such Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable.; (c) the such Grantor shall not, unless the such Grantor shall either either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the such Grantor, or or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof.; (d) the such Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (e) in no the event shall the such Grantor or any of its agents, employees, designees or licensees shall file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it shall promptly informs inform the Collateral Agent, and upon request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the such Grantor relating thereto or represented thereby.; (f) the such Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).; and (g) the such Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Trademark Security Agreement in the forms of Exhibit A, Exhibit Exhibits A and B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatGrantor: (a) the Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (cG) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), the Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to the Grantor, or (y) have a valid business purpose to do otherwise; (db) the Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall will the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; and (ge) the Grantor shall, contemporaneously herewith, will promptly (but no less than quarterly) execute and deliver to the Collateral Administrative Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit AB, Exhibit B C and Exhibit C hereto, respectivelyD hereto following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign State authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or state or foreign State authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. unenforceable or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless such Grantor shall either (x) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the Intellectual Property Collateral is not of material economic value to such Grantor, or (y) in the exercise of its reasonable business judgment determines to do otherwise; (db) the such Grantor shall notify the Collateral Administrative Agent immediately as soon as practicable if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceableunenforceable other than upon the natural expiration of protective periods under applicable law, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.or

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatGrantor: (a) the Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in CLAUSES (i), (ii) and (iii), the Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to the Grantor, or (y) have a valid business purpose to do otherwise; (db) the Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall will the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral AgentAdministrative Agent (subject to Section 7.1.8 of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to Section 7.1.8 of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses CLAUSE (a), ) or (b) and (c)).; and (ge) the Grantor shall, contemporaneously herewith, will promptly (but no less than quarterly) execute and deliver to the Collateral Administrative Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit EXHIBIT A, Exhibit EXHIBIT B and Exhibit EXHIBIT C hereto, respectivelyhereto following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's interest in any part of the such item of Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatGrantor: (a) the The Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, not do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise,. (b) The Grantor shall not, and the Grantor shall not permit any of its licensees to: (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor shall not, unless the Grantor shall either either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Trademark Collateral is of negligible economic value to the Grantor, or or (ii) have a valid business purpose to do otherwise, . (c) The Grantor shall not do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof, unless the Grantor shall either (i) reasonably and in good faith determine that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise. (d) the The Grantor shall notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly upon such filing informs the Collateral Administrative Agent, and upon request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the The Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses CLAUSES (a), (b) and (c)). (g) the The Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit EXHIBIT A, Exhibit EXHIBIT B and Exhibit EXHIBIT C hereto, respectively, and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not itself or permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use , unless rights in such Trademark Collateral inure solely to Grantor and do not infringe or weaken the validity or enforceability of any of the Trademark Intellectual Property Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (viE) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor shall reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor, and the loss of such Intellectual Property Collateral would not have a Material Adverse Effect on the business; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to knowreasonably suspects, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event such Grantor shall inform the Administrative Agent (i) concurrently with the delivery of the Compliance Certificate by the Company with respect to fiscal quarters ending June and December of such Grantor or any of its agents, employees, designees or licensees file filing an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark OfficeOffice or corresponding offices in other countries of the world with respect to the registration of any Patent or any Trademark or (ii) of such Grantor receiving, as owner or exclusive licensee, (A) within fifteen (15) days thereafter with respect to a material Copyright registration or (B) within thirty (30) days after the end of each fiscal year with respect to any other Copyright registration with the United States Copyright Office or any similar office or agency corresponding offices in any other country or any political subdivision thereof, unless it promptly informs countries of the Collateral Agentworld, and upon request of the Collateral Administrative Agent, executes promptly execute and delivers any deliver an Intellectual Property Security Agreement substantially in the form set forth as Exhibits A, B and all agreements, instruments, C hereto and other documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall take all reasonably necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency and corresponding offices in any other country or any political subdivision thereofcountries of the world, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; and (ge) the such Grantor shall, contemporaneously herewith, shall (i) execute and deliver to the Collateral Administrative Agent a Patent Security Agreement, Agreement or a Trademark Security Agreement in the form of Exhibit A and Exhibit B, as applicable, concurrently with the delivery of the Compliance Certificate by the Company with respect to fiscal quarters ending June and December with respect to any Patent or any Trademark and (ii) execute and deliver to the Administrative Agent a Copyright Security Agreement in the forms form of Exhibit C (A) promptly, Exhibit B but within fifteen (15) days, after it obtains an ownership interest or an exclusive license in any material Copyright and Exhibit C hereto(B) within thirty (30) days after the end of each fiscal year if it obtains an ownership interest or an exclusive license in any other Copyright, respectivelyand, and in each case, such Grantor shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register register, record or perfect the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property Collateralunless such Grantor shall determine in good faith using its commercially reasonable business judgment (with the consent of the Administrative Agent) that any such Intellectual Property is not material and is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ employ, consistent with past practice, all of the Trademark Collateral registered with any Federal or state or foreign State authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, Collateral unless such other Trademark is subject to the Administrative Agent's Lien hereunder, or (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (viE) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in any such case, such Grantor shall either (x) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the relevant Intellectual Property Collateral is not of material economic value to such Grantor, or (y) in the exercise of its reasonable business judgment determines to do otherwise; (db) the such Grantor shall notify the Collateral Administrative Agent immediately as soon as practicable if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceableunenforceable other than upon the natural expiration of protective periods under applicable law, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any U.S. court) regarding the such Grantor's ownership of any material item of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) unless such Grantor shall otherwise determine in no event shall the Grantor or any exercise of its agentsreasonable business judgment, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofOffice, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, any material item of the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes Taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (cb)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.; and

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the Grantor: The Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, not do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , unless the Grantor shall either (bi) reasonably and in good faith determine that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) has a reasonable and valid business purpose to do otherwise. The Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (i) : fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) , fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) , fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) , adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) , use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) and do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor shall not, unless the Grantor shall either either (ix) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Trademark Collateral is of negligible economic value to the Grantor, or or (iiy) have a reasonable and valid business purpose to do otherwise, . The Grantor shall not do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or be placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. , unless the Grantor shall either (di) reasonably and in good faith determine that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a reasonable and valid business purpose to do otherwise. The Grantor shall notify the Collateral Agent Secured Party immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or be placed in the public domain or become invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in . In no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly upon such filing informs the Collateral AgentSecured Party, and upon request of the Collateral AgentSecured Party, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent Secured Party may reasonably request to evidence the Collateral Agent's Secured Party’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the . The Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the . The Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent Secured Party a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent Secured Party any other document required to acknowledge or register or perfect the Collateral Agent's Secured Party’s interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatGrantor: (a) the The Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the The Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered in a manner consistent with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been madepast practices, and (viiii) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the The Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the The Grantor shall notify the Collateral Agent immediately Beneficiary promptly if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral AgentBeneficiary, and upon request of the Collateral AgentBeneficiary, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent Beneficiary may reasonably request to evidence the Collateral AgentBeneficiary's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the The Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed by Grantor with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the The Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security AgreementBeneficiary, (i) a Trademark Security Agreement in the form of Exhibit A hereto, and (ii) a Copyright Patent Security Agreement in the forms form of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent Beneficiary any other document required to acknowledge or register or perfect the Collateral AgentBeneficiary's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the Such Grantor shall not, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Patent Collateral is not of negligible material economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Such Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Trademark Collateral is not of negligible material economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the material Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past past, in all material respects, the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the material Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the material Trademark Collateral, (v) use any of the material Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the material Trademark Collateral may would reasonably be expected to lapse or become invalid or unenforceable. (c) the Such Grantor shall not, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is not of negligible material economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may would reasonably be expected to lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the Such Grantor shall notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may would reasonably be expected to become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ownership of any of the material Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's security interest for the benefit of the Lender Parties in such Intellectual Property Collateral and the goodwill and general intangibles of the such Grantor relating thereto or represented thereby. (f) the Such Grantor shall take all necessary commercially reasonable steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the any material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the The Grantor shall not, unless the Grantor it shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the The Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor it shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, , (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the consistent with past practices the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and and (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the The Grantor shall not, unless the Grantor it shall either either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the The Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, Agent executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the The Grantor shall take all reasonable and necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the The Grantor shall, (i) contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document reasonably required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Grantor's existing Intellectual Property Collateral, (ii) provide written notice to the Collateral Agent within ten (10) Business Days after acquiring ownership or other rights with respect to any new Intellectual Property Collateral, and (iii) within thirty (30) days after request by the Collateral Agent, provide any document reasonably required to acknowledge or register or perfect the Collateral Agent's interest in any part of such new Intellectual Property Collateral.

As to Intellectual Property Collateral. The (a) Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the business of the Grantor thatsuch Grantor: (ai) the such Grantor shall not, unless the Grantor shall either not (iA) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bB) the Grantor shall not, and the Grantor shall not itself or permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iI) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiII) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiIII) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivIV) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use , unless rights in such Trademark Collateral inure solely to Grantor and do not infringe or weaken the validity or enforceability of any of the Trademark Intellectual Property Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (viE) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (cC) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (A), (B) and (C), such Grantor shall reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor, and the loss of such Intellectual Property Collateral would not have a Material Adverse Effect on its business; (dii) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to knowreasonably suspects, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or become invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the such Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; and (eiii) in no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall take all reasonably necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency and corresponding offices in any other country or any political subdivision thereofcountries of the world, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)). (gb) Upon the request of the Administrative Agent, each Grantor shallcovenants and agrees to provide a complete and accurate list of (i) (A) all issued and applied-for Patents owned by each Grantor, contemporaneously herewithincluding those that have been issued by or are on file with the United States Patent and Trademark Office or corresponding offices in other countries of the world and (B) all Patent Licenses, execute (ii) (A) all registered and deliver to applied-for Trademarks owned by each Grantor, including those that are registered, or for which an application for registration has been made, with the Collateral Agent a United States Patent Security Agreement, a and Trademark Security Agreement Office or corresponding offices in other countries of the world and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively(B) all Trademark Licenses, and shall execute (iii) (A) all registered and deliver to applied-for Copyrights owned by each Grantor, including those that are registered, or for which an application for registration has been made, with the Collateral Agent any United States Copyright Office or corresponding offices in other document required to acknowledge or register or perfect the Collateral Agent's interest in any part countries of the Intellectual Property Collateralworld and (B) all Copyright Licenses, including an indication of which of those Copyright Licenses are exclusive licenses granted to such Grantor in respect of any Copyright that is registered with the United States Copyright Office.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatGrantor: (a) the The Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, not do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise,. (b) The Grantor shall not, and the Grantor shall not permit any of its licensees to: (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor shall not, unless the Grantor shall either either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Trademark Collateral is of negligible economic value to the Grantor, or or (ii) have a valid business purpose to do otherwise, . (c) The Grantor shall not do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof, unless the Grantor shall either (i) reasonably and in good faith determine that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise. (d) the The Grantor shall notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly upon such filing informs the Collateral Administrative Agent, and upon request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the The Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the The Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's ’s interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall notitself, and the Grantor shall not or permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use , unless rights in such Trademark Collateral inure solely to Grantor and do not infringe or weaken the validity or enforceability of any of the Trademark Intellectual Property Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (viE) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain unenforceable, except upon expiration of the end of an unrenewable term of a registration thereof., or (iv) do or permit any act or knowingly omit to do any act whereby any of the Trade Secrets Collateral may be placed in the public domain, or fail to take any and all steps necessary to maintain the confidentiality and trade secret nature thereof; (db) the such Grantor shall promptly notify the Collateral Agent immediately if it knows, or has reason to knowreasonably suspects, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event such Grantor shall the (i) within forty-five (45) days of such Grantor or any of its agents, employees, designees or licensees file filing an application for the registration of any Intellectual Property Collateral Patent or Trademark with the United States Patent and Trademark OfficeOffice or corresponding offices in other countries of the world or (ii) within fifteen (15) days of such Grantor receiving, as owner or exclusive licensee, a Copyright registration with the United States Copyright Office or any similar office or agency corresponding offices in any other country or any political subdivision thereofcountries of the world, unless it promptly informs inform the Collateral Agent, and upon request of the Collateral Agent, executes promptly execute and delivers any deliver an Intellectual Property Security Agreement substantially in the form set forth as Exhibits A, B and all agreements, instruments, C hereto and other documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency and corresponding offices in any other country or any political subdivision thereofcountries of the world, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).taxes; and (ge) the such Grantor shallshall promptly, contemporaneously herewithbut within forty-five (45) days, after it obtains an ownership interest in any Patent or Trademark, execute and deliver to the Collateral Agent a Patent Security Agreement, Agreement or a Trademark Security Agreement in the form of Exhibit A and Exhibit B, as applicable, and Grantor shall promptly, but within fifteen (15) days, after it obtains an ownership interest or an exclusive license in any Copyright, execute and deliver to the Agent a Copyright Security Agreement in the forms form of Exhibit A, Exhibit B and Exhibit C hereto, respectivelyC, and in each case such Grantor shall execute and deliver to the Collateral Agent any other document required to acknowledge or register register, record or perfect the Collateral Agent's ’s interest in any part of the such item of Intellectual Property CollateralProperty.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ employ, consistent with past practice, all of the Trademark Collateral registered with any Federal or state or foreign authority Governmental Authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, Collateral unless such other Trademark is subject to Chase’s Lxxx xxxxxxxxr, or (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (viE) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in any such case, such Grantor shall either (x) reasonably and in good faith determine that any of the relevant Intellectual Property Collateral is not of material economic value to such Grantor, or (y) in the exercise of its reasonable business judgment determines to do otherwise; (db) the such Grantor shall notify the Collateral Agent immediately Chase as soon as practicable if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceableunenforceable other than upon the natural expiration of protective periods under applicable law, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any U.S. court) regarding the such Grantor's ’s ownership of any material item of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) unless such Grantor shall otherwise determine in no event shall the Grantor or any exercise of its agentsreasonable business judgment, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofOffice, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, any material item of the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes Taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (cb)).; and (gd) such Grantor will, (i) as soon as practicable (and in any event within thirty (30) days) after such Grantor obtains any material item of Intellectual Property Collateral that is the Grantor shallsubject of a registration or application in the United States Patent and Trademark Office or in the United States Copyright Office, contemporaneously herewithnotify Chase of the acquisition of such Intellectual Property and, (ii) as soon as reasonably practicable after any request by Chase therefor (and in any event within ten (10) business days of such request) execute and deliver to Chase notice(s) to be filed with the Collateral Agent a United States Patent Security Agreementand Trademark Office or United States Copyright Office, a Trademark Security Agreement and a Copyright Security as applicable, with respect to the security interest granted by this Agreement in the forms of Exhibit Asuch Intellectual Property Collateral, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent together with any other document documents as may be requested by Chase and required to acknowledge or register or perfect the Collateral Agent's Chase’s interest in any part such item of the Intellectual Property Collateral, each of which notices and other documents shall be in form and substance reasonably satisfactory to Chase.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ employ, consistent with past practice, all of the Trademark Collateral registered with any Federal or state or foreign State authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, Collateral unless such other Trademark is subject to the Administrative Agent’s Lien hereunder, or (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (viE) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in any such case, such Grantor shall either (x) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) that any of the relevant Intellectual Property Collateral is not of material economic value to such Grantor, or (y) in the exercise of its reasonable business judgment determines to do otherwise; (db) the such Grantor shall notify the Collateral Administrative Agent immediately as soon as practicable if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceableunenforceable other than upon the natural expiration of protective periods under applicable law, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any U.S. court) regarding the such Grantor's ’s ownership of any material item of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) unless such Grantor shall otherwise determine in no event shall the Grantor or any exercise of its agentsreasonable business judgment, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofOffice, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, any material item of the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes Taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (cb)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.; and

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered will not do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) unenforceable except upon the expiration of the life of the applicable patent, unless such Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark such Patent Collateral is of negligible economic value to the such Grantor, or ; (iib) have a valid business purpose to do otherwise, such Grantor will not (i) fail to continue to use permit any of the Trademark Collateral in order its licensees to (A) fail to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) knowingly adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof, unless, in the case of any of the foregoing requirements in clauses (b)(i) and (b)(ii) above, the failure to do so, could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. (dc) except where it could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change, such Grantor shall promptly notify the Collateral Agent immediately if it knows, or has reason to know, knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceableunenforceable (other than upon the expiration of the life of the applicable patent), or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark OfficeUSPTO, the United States U.S. Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ed) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any material Intellectual Property Collateral with the United States Patent and Trademark OfficeUSPTO, the United States U.S. Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it such Grantor promptly informs the Collateral Agent, and upon request of the Collateral AgentAgent (subject to the terms of the Credit Agreement), executes such Grantor shall execute and delivers any and deliver all agreements, instruments, instruments and documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fe) the such Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark OfficeUSPTO, the United States U.S. Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the each material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), (b) and or (c)).; (f) following the obtaining of an interest in any Intellectual Property Collateral by such Grantor, such Grantor shall deliver a supplement to Schedule III identifying such new Intellectual Property Collateral; and (g) following the obtaining of an interest in any Intellectual Property Collateral by such Grantor shallor, contemporaneously herewithfollowing the occurrence and during the continuance of an Event of Default, execute upon the request of the Collateral Agent, such Grantor shall deliver all agreements, instruments and deliver to documents the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver may reasonably request to evidence the Collateral Agent any other document Agent’s security interest in such Intellectual Property Collateral and as may otherwise be required to acknowledge or register or perfect the Collateral Agent's ’s interest in any part of the such item of Intellectual Property Collateral, including, but not limited to, an IP Security Agreement or a supplement thereto.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, non‑use, (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, Collateral at a level substantially consistent with the quality of products and services offered under such Trademark as of the date hereof, (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor reasonably and in good faith determines that either (x) such Intellectual Property Collateral is of negligible economic value to such Grantor or (y) the loss of such Intellectual Property Collateral would not be material to such Grantor; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may may, in the Grantor’s reasonable commercial judgment, become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's such Xxxxxxx’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agentsAdministrative Agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it such Grantor promptly informs the Collateral AgentAdministrative Agent and, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all reasonable and necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofthereof (subject to the terms of the Credit Agreement), to maintain and pursue any material application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), ) or (b) or such Grantor reasonably and (cin good faith determines that the failure to take any such step would not have a material adverse effect on the interests of the Administrative Agent in such Intellectual Property Collateral)).; and (ge) the such Grantor shall, contemporaneously herewith, will promptly (but no less than quarterly) execute and deliver to the Collateral Administrative Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, following its obtaining an interest in any Patent, Trademark or Copyright, and shall execute and deliver to the Collateral Administrative Agent any other document reasonably required to acknowledge or register or perfect evidence the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property CollateralCollateral unless such Grantor shall determine in good faith (with the consent of the Administrative Agent) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the Grantor Borrower shall not, -------------------------------------- unless the Grantor Borrower shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Patent Collateral is of negligible economic value to the GrantorBorrower, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor . Borrower shall not, and the Grantor Borrower shall not permit any of its licensees to, unless the Grantor Borrower shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Trademark Collateral is of negligible economic value to the GrantorBorrower, or (ii) have a valid business purpose to do otherwise, , (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and and (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor . Borrower shall not, unless the Grantor Borrower shall either (i) either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the GrantorBorrower, or (ii) or have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the Grantor . Borrower shall notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the GrantorBorrower's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in . In no event shall the Grantor Borrower or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any any. political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor Borrower relating thereto or represented thereby. (f) the Grantor . Borrower shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Officeoffice, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation thereof is permitted under a result of either (i) a reasonable and good faith determination by Borrower that the foregoing clauses same is of negligible economic value to Borrower or (a), (bii) and (c)). (g) the Grantor a valid business purpose. Borrower shall, contemporaneously herewith, execute and deliver to the Collateral Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement agreements in the forms of Exhibit A, Exhibit B and --------- --------- Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Administrative Agent --------- any other document required to acknowledge or register or perfect the Collateral Administrative Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) None of the Grantors shall, unless such Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is not of negligible material economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) None of the Grantor Grantors shall not, and the Grantor shall not permit any of its licensees to, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is not of negligible material economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the material Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past past, in all material respects, the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the material Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the material Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the material Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the material Trademark Collateral may would reasonably be expected to lapse or become invalid or unenforceable. (c) None of the Grantors shall, unless such Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is not of negligible material economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may would reasonably be expected to lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the Each Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may would reasonably be expected to become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ownership of any of the material Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the any Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest for the benefit of the Lenders in such Intellectual Property Collateral and the goodwill and general intangibles of the such Grantor relating thereto or represented thereby. (f) the Each Grantor shall take all necessary commercially reasonable steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the any material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the Grantor Guarantor shall not, unless the Grantor Guarantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Patent Collateral is of negligible economic value to the GrantorGuarantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor . Guarantor shall not, and the Grantor Guarantor shall not permit any of its licensees to, unless the Grantor Guarantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Trademark Collateral is of negligible economic value to the GrantorGuarantor, or (ii) have a valid business purpose to do otherwise, , (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and and (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor . Guarantor shall not, unless the Grantor Guarantor shall either (i) either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the GrantorGuarantor, or (ii) or have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the Grantor . Guarantor shall notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's Guarantor’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in . In no event shall the Grantor Guarantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any any. political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor Guarantor relating thereto or represented thereby. (f) the Grantor . Guarantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Officeoffice, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation thereof is permitted under a result of either (i) a reasonable and good faith determination by Guarantor that the foregoing clauses same is of negligible economic value to Guarantor or (a), (bii) and (c)). (g) the Grantor a valid business purpose. Guarantor shall, contemporaneously herewithherewith or from time to time hereafter, in each case as the Administrative Agent shall request, execute and deliver to the Collateral Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement such supplemental agreements for filing in the forms of Exhibit AUnited Stated Patent and Trademark Office or United States Copyright Office, Exhibit B and Exhibit C heretoas applicable, respectively, as the Administrative Agent may require and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's ’s interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Except, in the case of clauses (a)(i), (b) and (d) below, for any items marked with an asterisk in Schedule III, IV or V hereto, which the Grantors do not currently use and do not intend to use at any time in the future, each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the the, Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (cG) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i) or (ii), such Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor, or (y) have a valid business purpose to do otherwise; (db) the such Grantor shall promptly notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States States, Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; and (ge) the such Grantor shall, contemporaneously herewith, will promptly (but no less than quarterly) execute and deliver to the Collateral Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit AB, Exhibit B C and Exhibit C hereto, respectivelyD hereto following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's Secured Parties' interest in any part of the such item of Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the Grantor Grantors shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered not perform or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent material Owned Intellectual Property Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the such Grantor shall either (iA) reasonably and in good faith determine (and notice of such determination shall have been delivered to determines that the Collateral Agent) that any of the Trademark relevant Owned Intellectual Property Collateral is of negligible economic value no longer material to the Grantor’s business as it is then currently conducted, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Grantor shall not, unless the Grantor shall either (iB) reasonably and in good faith determine (and notice determines that the maintenance of such determination shall have been Owned Intellectual Property Collateral would be commercially impracticable. (b) On the date of this Agreement, each Grantor has delivered to the Collateral Agent) that any of the Administrative Agent a duly executed Patent Security Agreement, Trademark Security Agreement or Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed Security Interest in the public domain except upon expiration form of Exhibit A, Exhibit B or Exhibit C, as applicable (collectively, the end of an unrenewable term of a registration thereof. (d) the Grantor shall notify the Collateral Agent immediately if it knows“IP Agreements”), or has reason with respect to know, that any application or registration relating to any material item of the all Intellectual Property constituting Collateral may become abandoned that is registered (or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in no event shall the Grantor or any of its agents, employees, designees or licensees file for which an application for the registration of any Intellectual Property Collateral is pending) with the United States Patent and Trademark Office or the United States Copyright Office. Concurrently with any supplement to Schedule IV, in the event that any Grantor has filed any new application to register any Intellectual Property, or has obtained any ownership interest in any Intellectual Property, in each case, since the most recent date on which such financial statements were delivered and only with respect to Intellectual Property that is registered (or for which an application for registration is pending) with the United States Patent and Trademark Office or the United States Copyright Office and only with respect to Intellectual Property constituting Collateral, each Grantor hereby authorizes the Administrative Agent to modify this Agreement or any similar office the IP Agreements after obtaining such Grantor’s written approval of or agency in any other country signature to such modification by amending Schedule IV (as such schedule may be amended or any political subdivision thereofsupplemented from time to time) or such IP Agreements to include reference to such new application, unless it promptly informs the Collateral Agentregistration or ownership interest, and each Grantor that has not executed an applicable IP Agreement shall deliver to the Administrative Agent a duly executed IP Agreement with respect to such new application, registration or ownership interest. In each case, upon the reasonable request of the Collateral Administrative Agent, executes such Grantor shall execute and delivers deliver to the Administrative Agent any and all agreementsother document required to acknowledge or register, instruments, documents and papers as record or perfect the Collateral Agent may reasonably request to evidence the Collateral Administrative Agent's security ’s interest in any part of such item of Intellectual Property unless such Grantor shall determine in good faith using its commercially reasonable business judgment that (x) any such Intellectual Property Collateral and is not material to the goodwill and general intangibles business of the Grantor relating thereto or represented therebyCompany and its Subsidiaries, taken as a whole and (y) the loss of such Intellectual Property would not reasonably be expected to have a Material Adverse Effect. (fc) the Each Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, Office and the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofOffice, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Owned Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes taxes, unless (except i) such Grantor shall reasonably and in good faith determine that (x) that such Owned Intellectual Property is not material to the extent that dedicationbusiness of the Company and its Subsidiaries, abandonment or invalidation is permitted under the foregoing clauses (a)taken as a whole, (b) and (c)). (gy) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms loss of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the such Owned Intellectual Property CollateralCollateral would not reasonably be expected to have a Material Adverse Effect on the business, or (ii) such Grantor shall reasonably and in good faith determine that the maintenance of such Owned Intellectual Property Collateral would be commercially impracticable.

As to Intellectual Property Collateral. The Except, in the case of clauses (a)(i), (b) and (d) below, for any items marked with an asterisk in Schedule III, IV or V hereto, which the Grantor does not currently use and does not intend to use at any time in the future, the Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatGrantor: (a) the Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (cG) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i) or (ii), the Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to the Grantor, or (y) have a valid business purpose to do otherwise; (db) the Grantor shall promptly notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall will the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; and (ge) the Grantor shall, contemporaneously herewith, will promptly (but no less than quarterly) execute and deliver to the Collateral Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit AB, Exhibit B C and Exhibit C hereto, respectivelyD hereto following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's Secured Parties' interest in any part of the such item of Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor Borrower hereby covenants and agrees that, with respect to comply with the all of its following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatconstituting Security Agreement Collateral: (a) the Grantor shall Borrower will not, unless the Grantor Borrower shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the GrantorBorrower, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable.dedicated; (b) the Grantor shall nottrademark notice, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark trademark or trade name which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (v) use any of the Trademark Collateral registered with in any Federal or state or foreign authority except for manner other than the uses manner for which registration or application for registration of all of the such Trademark Collateral (if any) has been made, and or (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or to become invalid or unenforceable.invalidated; (c) the Grantor Borrower will, if the Borrower registers any of its copyrights with the United States Copyright Office: (i) notify the Bank promptly upon any such registration; and (ii) provide the Bank with all such information as the Bank shall from time to time reasonably request; (d) the Borrower will not, unless the Grantor Borrower shall either either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral owned by the Borrower is of negligible economic value to the GrantorBorrower, or or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral owned by the Borrower may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof.; (de) the Grantor shall Borrower will notify the Collateral Agent immediately Bank promptly if it knows, or has reason to know, knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the GrantorBorrower's ownership of any of the material Intellectual Property Collateral, its right to register the same same, or to keep and maintain and enforce the same.; (ef) in no event shall neither the Grantor or Borrower nor any of its agents, employees, licensees or designees or licensees will file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision Governmental Authority unless it, within thirty (30) days thereof, unless it promptly informs the Collateral AgentBank, and upon request of the Collateral AgentBank, executes and delivers any and all agreements, instruments, documents and papers Instruments as the Collateral Agent Bank may reasonably request to evidence the Collateral AgentBank's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor Borrower relating thereto or represented thereby.; (fh) the Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the Grantor shall, contemporaneously herewith, Borrower will execute and deliver to the Collateral Agent a Patent Bank, from time to time upon the request of the Bank, such Copyright Security AgreementAgreements, a Trademark Security Agreement Agreements and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any such other document Instruments as may be required to acknowledge or register or perfect the Collateral AgentBank's interest security interests in any part of the Intellectual Property CollateralCollateral owned by the Borrower which shall from time to time hereafter be recorded or registered by the Borrower with the United States Copyright Office or United States Patent and Trademark Office.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, Collateral at a level substantially consistent with the quality of products and services offered under such Trademark as of the date hereof, (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor reasonably and in good faith determines that either (x) such Intellectual Property Collateral is of negligible economic value to such Grantor or (y) the loss of such Intellectual Property Collateral would not be material to such Grantor; (db) the such Grantor shall promptly notify the Collateral Agent immediately Lender if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may may, in the Grantor’s reasonable commercial judgment, become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) at the times and with such frequency set forth in no event Section 4.5(e) below, each Grantor shall notify the Grantor or any Lender of its agents, employees, designees or licensees file the filing of an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agentby such Grantor and, and upon request of the Collateral AgentLender (subject to the terms of the Credit Agreement), executes execute and delivers any and deliver all agreements, instruments, instruments and documents and papers as the Collateral Agent Lender may reasonably request to evidence the Collateral Agent's Lender’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all reasonable and necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofthereof (subject to the terms of the Credit Agreement), to maintain and pursue any material application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) or such Grantor reasonably and (cin good faith determines that the failure to take any such step would not have a material adverse effect on the interests of the Lender in such Intellectual Property Collateral)).; and (ge) such Grantor will within 45 days after the Grantor shall, contemporaneously herewith, end of each Fiscal Quarter execute and deliver to the Collateral Agent Lender (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectivelyhereto following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Collateral Agent Lender any other document reasonably required to acknowledge or register or perfect evidence the Collateral Agent's Lender’s interest in any part of the such item of Intellectual Property CollateralCollateral unless such Grantor shall determine in good faith (with the consent of the Lender) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable.; (b) the such Grantor shall not, and the such Grantor shall not permit any of its licensees to, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral in a manner which might reasonably be expected to cause material impairment of any such Trademark Collateral, (iii) fail to employ all any of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) knowingly do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable.; (c) the such Grantor shall not, unless the such Grantor shall either either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the such Grantor, or or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof.; (d) the such Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (e) in no the event shall the such Grantor or any of its agents, employees, designees or licensees shall file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it shall promptly informs inform the Collateral Agent, and upon request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the such Grantor relating thereto or represented thereby.; (f) the such Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).; and (g) the such Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Trademark Security Agreement in the forms of Exhibit A, Exhibit Exhibits A and B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's ’s interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor, or (y) the loss of the Intellectual Property Collateral would not be reasonably likely to have a Material Adverse Effect on the business; - 20 - EXXI Pledge and Security Agreement (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the First Lien Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the First Lien Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; (ge) following the obtaining of an interest in any material Intellectual Property by such Grantor shallshall deliver a supplement to Schedule III identifying such new Intellectual Property; and (f) following the obtaining of an interest in any material Intellectual Property by such Grantor or, contemporaneously herewithfollowing the occurrence and during the continuance of an Event of Default, execute upon the request of the Administrative Agent, such Grantor shall deliver all agreements, instruments and deliver documents the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document as may otherwise be required to acknowledge or register or perfect the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property CollateralCollateral unless such Grantor shall determine in good faith (with the consent of the Administrative Agent) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor that:such Grantor: Exhibit F – Form of Amended and Restated Pledge and Security Agreement (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the material Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force force, free from any claim of abandonment for non-use, non‑use, (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor shall reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any material Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the each material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; (ge) the upon obtaining an interest in any material Intellectual Property by such Grantor, such Grantor shall, contemporaneously herewith, execute shall deliver a supplement to Schedule II identifying such new Intellectual Property; and deliver to the Collateral Agent a Patent Exhibit F – Form of Amended and Restated Pledge and Security Agreement (f) upon obtaining an interest in any material Intellectual Property by such Grantor or, a Trademark Security Agreement following the occurrence and a Copyright Security Agreement during the continuance of an Event of Default, upon the request of the Administrative Agent, such Grantor shall deliver all agreements, instruments and documents the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the forms of Exhibit A, Exhibit B such Intellectual Property Collateral and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document as may otherwise be required to acknowledge or register or perfect the Collateral Administrative Agent's interest in any part of the such item of Intellectual Property CollateralCollateral unless such Grantor shall determine in good faith (with the consent of the Administrative Agent) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the such Grantor: Such Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, not do any act, or omit to do any act, whereby any of the its Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark its Patent Collateral is of negligible economic value to the such Grantor, or (ii) have a reasonable and valid business purpose to do otherwise, (i) . Such Grantor shall not, and such Grantor shall not permit any of its licensees to: fail to continue to use any of the its Trademark Collateral in order to maintain all of the its Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) , fail to maintain as in the past the quality of products and services offered under all of the its Trademark Collateral, (iii) , fail to employ all of the its Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) , adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the its Trademark Collateral, (v) , use any of the its Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the its Trademark Collateral has been made, and (vi) and do or permit any act or knowingly omit to do any act whereby any of the its Trademark Collateral may lapse or become invalid or unenforceable. (c) the , unless such Grantor shall not, unless the Grantor shall either either (ix) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets its Trademark Collateral is of negligible economic value to the such Grantor, or or (iiy) have a reasonable and valid business purpose to do otherwise, . Such Grantor shall not do or permit any act or knowingly omit to do any act whereby any of the its Copyright Collateral or any of the its Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. , unless such Grantor shall either (di) the reasonably and in good faith determine that any of its Copyright Collateral or any of its Trade Secrets Collateral is of negligible economic value to such Grantor, or (ii) have a reasonable and valid business purpose to do otherwise. Such Grantor shall notify the Collateral Agent Secured Party immediately if it knows, or has reason to know, that any application or registration relating to any material item of the its Intellectual Property Collateral may become abandoned or dedicated to the public or be placed in the public domain or become invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the its Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in . In no event shall the such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly upon such filing informs the Collateral AgentSecured Party, and upon request of the Collateral AgentSecured Party, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent Secured Party may reasonably request to evidence the Collateral Agent's Secured Party’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the such Grantor relating thereto or represented thereby. (f) the . Such Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the its Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the . Such Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent Secured Party a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent Secured Party any other document required to acknowledge or register or perfect the Collateral Agent's Secured Party’s interest in any part of the its Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the material Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force force, free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor shall reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, knows that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the will such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any material Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral AgentAdministrative Agent (subject to the terms of the Credit Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's ’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the such Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the each material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; (ge) upon obtaining an interest in any material Intellectual Property by such Grantor, such Grantor shall deliver a supplement to Schedule II identifying such new Intellectual Property; and (f) upon obtaining an interest in any material Intellectual Property by such Grantor or, following the occurrence and during the continuance of an Event of Default, upon the request of the Administrative Agent, such Grantor shallshall deliver all agreements, contemporaneously herewith, execute instruments and deliver documents the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document as may otherwise be required to acknowledge or register or perfect the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property CollateralCollateral unless such Grantor shall determine in good faith (with the consent of the Administrative Agent) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the condition (financial or otherwise), business, operations, liabilities (contingent or otherwise) or properties of the Grantor thatObligors taken as a whole: (a) the such Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), such Grantor either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor, or (y) have a valid business purpose to do otherwise; (db) the such Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, knows or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development develop in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall the such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; and (gd) on the Closing Date (and thereafter upon the request of the Administrative Agent; provided that, unless an Event of Default has occurred and is continuing, such request shall be made no more than once in any period of 12 consecutive months) such Grantor shall, contemporaneously herewith, will promptly execute and deliver to the Collateral Administrative Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectivelyhereto following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property CollateralCollateral unless the Grantor shall determine in good faith (with the consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed) that any Intellectual Property Collateral is of negligible economic value to the Grantor.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the condition (financial or otherwise), business, operations, assets, liabilities (contingent or otherwise) or properties of the Grantor thatObligors taken as a whole: (a) the Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and made or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), the Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to the Grantor, or (y) have a valid business purpose to do otherwise; (db) the Grantor shall promptly notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (e) in no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (fc) the Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Credit Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a), ) or (b) and (c)).; and (gd) on the Closing Date (and thereafter upon the request of the Administrative Agent; provided that, unless an Event of Default has occurred and is continuing, such request shall be made no more than once in any period of 12 consecutive months) the Grantor shall, contemporaneously herewith, will promptly execute and deliver to the Collateral Administrative Agent (as applicable) a Patent Security Agreement, a Trademark Security Agreement and a and/or Copyright Security Agreement Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectivelyhereto following its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's ’s interest in any part of the such item of Intellectual Property CollateralCollateral unless the Grantor shall determine in good faith (with the consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed) that any Intellectual Property Collateral is of negligible economic value to the Grantor.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatsuch Grantor: (a) the Grantor shall not, unless the Unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, such Grantor shall not do any act, act or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable.; (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Unless such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwiseotherwise such Grantor shall not, and such Grantor shall not permit any of its licensees to, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail Collateral in a manner which could reasonably be expected to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation cause material impairment of any of the such Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (viiii) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable.; (c) the unless such Grantor shall not, unless the Grantor shall either either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the such Grantor, or or (ii) have a valid business purpose to do otherwise, such Grantor shall not do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof.; (d) the such Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, knows that any application or registration relating to any material item of the Intellectual Property Collateral may will become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any final adverse determination or development (including in the institution of, or any such determination or development in, of any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) court regarding the such Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (e) in no the event shall the that such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it shall promptly informs inform the Collateral AgentAgent of such filing after the fact, shall execute and upon request of the Collateral Agent, executes and delivers deliver any and all agreements, instruments, documents and papers as is necessary or as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the such Grantor relating thereto or represented thereby.; (f) the such Grantor shall take all necessary steps, including in any proceeding the reasonable discretion of such Grantor, before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses CLAUSES (a), (b) and (c)).; and (g) the such Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Trademark Security Agreement in the forms of Exhibit A, Exhibit EXHIBITS A and B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register record or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor thatsuch Grantor: (a) the such Grantor shall not, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Patent Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the such Grantor shall not, and the such Grantor shall not permit any of its licensees to, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Trademark Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the such Grantor shall not, unless the such Grantor shall either either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Administrative Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the such Grantor, or or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the such Grantor shall notify the Collateral Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in no event shall the such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Administrative Agent, and upon request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Collateral Administrative Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the such Grantor relating thereto or represented thereby. (f) the such Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)). (g) the such Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Administrative Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms form of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Administrative Agent any other document required to acknowledge or register or perfect the Collateral Administrative Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the The Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the The Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the The Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the The Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral AgentAgent in writing at least 30 days prior to the intended making of such filing, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the The Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses CLAUSES (aA), (bB) and (cC)). (g) the The Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreementan Agreement (Patent), a Trademark Security an Agreement (Trademark) and a Copyright Security an Agreement (Copyright) in the forms of Exhibit EXHIBIT A, Exhibit EXHIBIT B and Exhibit EXHIBIT C hereto, respectively, amending and restating, in their entirety, respectively, each of the Supplements, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of the Grantor thatGrantor: (a) the Grantor shall not, unless the Grantor shall either will not (i) reasonably and in good faith determine (and notice of such determination shall have been delivered do or fail to the Collateral Agent) that perform any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, act whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. , (bii) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either to (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (iA) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, , (iiB) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, , (iiiC) fail to employ all of the Trademark Collateral registered with any Federal federal or state or foreign authority with an appropriate notice of such registration, , (ivD) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, , (vE) use any of the Trademark Collateral registered with any Federal or federal, state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and or (viF) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. , or (ciii) the Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof., unless, in the case of any of the foregoing requirements in clauses (i), (ii) and (iii), the Grantor shall either (x) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to the Grantor, or (y) the loss of the Intellectual Property Collateral would not be reasonably likely to have a material adverse effect on the business; (db) the Grantor shall promptly notify the Collateral Agent immediately Trustee if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ’s ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same.; (ec) in no event shall will the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral AgentTrustee, and upon request of the Collateral AgentTrustee (subject to the terms of the Indenture and the Intercreditor Agreement), executes and delivers any and all agreements, instruments, instruments and documents and papers as the Collateral Agent Trustee may reasonably request to evidence the Collateral Agent's Trustee’s security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.Collateral; (fd) the Grantor shall will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or (subject to the terms of the Indenture and the Intercreditor Agreement) any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses clause (a) or (b)); (e) following the obtaining of an interest in any material Intellectual Property by Grantor shall deliver a supplement to Schedule III identifying such new Intellectual Property; and (f) following the obtaining of an interest in any material Intellectual Property by Grantor or, following the occurrence and during the continuance of an Event of Default, upon the request of the Collateral Trustee (subject to the terms of the Intercreditor Agreement), (b) Grantor shall deliver all agreements, instruments and (c)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to documents the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver Trustee may reasonably request to evidence the Collateral Agent any other document Trustee’s security interest in such Intellectual Property Collateral and as may otherwise be required to acknowledge or register or perfect the Collateral Agent's Trustee’s interest in any part of the such item of Intellectual Property CollateralCollateral unless the Grantor shall determine in good faith that any Intellectual Property Collateral is of negligible economic value to the Grantor.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the Grantor shall not, unless the and Grantor shall either (i) not permit any of its licensees to, unless Grantor shall reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise,have (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use,; (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Patent Collateral and Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration,; (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (viii) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and; or (viiv) do or permit any act or knowingly omit to do any act whereby any of the Patent Collateral or Trademark Collateral may lapse or become invalid or unenforceable. (cb) the Grantor shall not, unless the Grantor shall either (i) either reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or the rights thereto become unenforceable or be placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (dc) the Grantor shall notify the Collateral Agent immediately if within ten (10) business days after it knows, or has reason to know, receives notice that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (ed) in In no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office Office, or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs Agent of all such additional filings within 30 days thereafter (or at any other time upon the Collateral request of Agent), and upon written request of the Collateral Agent, Agent executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest interests in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (fe) the Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c))., (gf) the Grantor shall, contemporaneously herewith, shall promptly execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document documents required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the Such Grantor shall not, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the Such Grantor shall not, and the such Grantor shall not permit any of its licensees to, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the Trademark Collateral, (v) use any of the Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral may lapse or become invalid or unenforceable. (c) the Such Grantor shall not, unless the such Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is of negligible economic value to the such Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the Such Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the such Grantor's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the such Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral AgentAgent in writing at least 30 days prior to the intended making of such filing, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest in such Intellectual Property Collateral and the goodwill and general intangibles of the such Grantor relating thereto or represented thereby. (f) the Such Grantor shall take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) and (c)).. ------------ --- --- (g) the Such Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreementan Agreement (Patent), a Trademark Security an Agreement (Trademark) and a Copyright Security an Agreement (Copyright) in the forms of Exhibit A, Exhibit B and Exhibit C --------- --------- --------- hereto, respectively, amending and restating, in their entirety, respectively, each of the Supplements, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.

As to Intellectual Property Collateral. The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral of the Grantor that: (a) the The Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Patent Collateral is not of negligible material economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do any act, or omit to do any act, whereby any of the Patent Collateral may lapse or become abandoned or dedicated to the public or unenforceable. (b) the The Grantor shall not, and the Grantor shall not permit any of its licensees to, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Trademark Collateral is not of negligible material economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, (i) fail to continue to use any of the Trademark Collateral in order to maintain all of the material Trademark Collateral in full force free from any claim of abandonment for non-use, (ii) fail to maintain as in the past past, in all material respects, the quality of products and services offered under all of the Trademark Collateral, (iii) fail to employ all of the material Trademark Collateral registered with any Federal or state or foreign authority with an appropriate notice of such registration, (iv) adopt or use any other Trademark which is confusingly similar or a colorable imitation of any of the material Trademark Collateral, (v) use any of the material Trademark Collateral registered with any Federal or state or foreign authority except for the uses for which registration or application for registration of all of the Trademark Collateral has been made, and (vi) do or permit any act or knowingly omit to do any act whereby any of the material Trademark Collateral may would reasonably be expected to lapse or become invalid or unenforceable. (c) the The Grantor shall not, unless the Grantor shall either (i) reasonably and in good faith determine (and notice of such determination shall have been delivered to the Collateral Agent) that any of the Copyright Collateral or any of the Trade Secrets Collateral is not of negligible material economic value to the Grantor, or (ii) have a valid business purpose to do otherwise, do or permit any act or knowingly omit to do any act whereby any of the Copyright Collateral or any of the Trade Secrets Collateral may would reasonably be expected to lapse or become invalid or unenforceable or placed in the public domain except upon expiration of the end of an unrenewable term of a registration thereof. (d) the The Grantor shall notify the Collateral Agent immediately if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral may would reasonably be expected to become abandoned or dedicated to the public or placed in the public domain or invalid or unenforceable, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any court) regarding the Grantor's ownership of any of the material Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same. (e) in In no event shall the Grantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent's security interest for the benefit of the Lender Parties in such Intellectual Property Collateral and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (f) the The Grantor shall take all necessary commercially reasonable steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue any application (and to obtain the relevant registration) filed with respect to, and to maintain any registration of, the any material Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses CLAUSES (aA), (bB) and (cC)). (g) the Grantor shall, contemporaneously herewith, execute and deliver to the Collateral Agent a Patent Security Agreement, a Trademark Security Agreement and a Copyright Security Agreement in the forms of Exhibit A, Exhibit B and Exhibit C hereto, respectively, and shall execute and deliver to the Collateral Agent any other document required to acknowledge or register or perfect the Collateral Agent's interest in any part of the Intellectual Property Collateral.