Common use of As to Intellectual Property Collateral Clause in Contracts

As to Intellectual Property Collateral. 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 such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the public, invalid or unenforceable; (b) the Grantor shall promptly notify the Secured Party 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 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; (c) in no event 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 Secured Party, and upon request of the Secured Party (subject to the terms of the Credit Agreement), executes and delivers all agreements, instruments and documents as the Secured Party may request to evidence the Secured Party’s security interest in such Intellectual Property Collateral; and (d) Within 30 days from the end of each Fiscal Quarter the Grantor will execute and deliver to the Secured Party (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. (a) Each Grantor covenants Loan Party and agrees each Subsidiary of any Loan Party shall take all actions necessary to comply with the following provisions as such provisions relate to any ensure that no Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintainlapses, at its own expensebecomes abandoned, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the public, invalid invalid, unenforceable or unenforceable; (b) the Grantor shall promptly notify the Secured Party if it knows, or has reason subject 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 adverse 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), unless the Borrower shall reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) regarding that such Grantor’s ownership lapse, abandonment, dedication, invalidity, unenforceability, determination or development could not reasonably be expected to have a Material Adverse Effect. (b) In no event shall any Loan Party, any Subsidiary of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same; (c) in no event will the Grantor Loan Party or any of its their 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 Secured PartyAdministrative Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Administrative Agent may reasonably request to evidence the Secured PartyAdministrative Agent’s first priority security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of each Loan Party and each Subsidiary of any Loan Party relating thereto or represented thereby. (dc) Within 30 days from Each Loan Party and each Subsidiary of any Loan Party will take all necessary steps, including in any proceeding before the end 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 each Fiscal Quarter applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the Grantor will execute payment of fees and deliver taxes (except to the Secured Party extent that dedication, abandonment or invalidation is permitted under clause (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantora)).

As to Intellectual Property Collateral. Each The Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral to the extent material to the future operations or business of such the Grantor: (a) As to any Patent constituting Collateral that the Grantor may acquire following the date hereof, the Grantor shall use commercially reasonable efforts not do any act, or omit to pursue and maintaindo any act, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or whereby any of the Subsidiaries, including (i) initiating proceedings before the United States such Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the public, invalid public or unenforceable;. (b) The Grantor shall not, and the Grantor shall promptly not permit any of its licensees to do or permit any act or knowingly omit to do any act whereby any of the Trademarks constituting Collateral may lapse or become invalid or unenforceable. (c) The Grantor shall not do or permit any act or knowingly omit to do any act whereby any of the Copyright constituting Collateral or any of the trade secrets constituting 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 Secured Party promptly if it knows, or has reason to know, that any application or registration relating to any material item of the Intellectual Property Collateral Patent, Trademark or Copyright, in each case constituting 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 such the Grantor’s ownership of any of the Intellectual Property Collateralsuch Patent, Trademark or Copyright, its right to register the same or to keep and maintain and enforce the same; (c) in no event 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 Secured Party, and upon request of the Secured Party (subject to the terms of the Credit Agreement), executes and delivers all agreements, instruments and documents as the Secured Party may request to evidence the Secured Party’s security interest in such Intellectual Property Collateral; and (d) Within 30 days from the end of each Fiscal Quarter the Grantor will execute and deliver to the Secured Party (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. (a) Each Grantor covenants Loan Party and agrees each Subsidiary of any Loan Party shall take all actions necessary to comply with the following provisions as such provisions relate to any ensure that no Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintainlapses, at its own expensebecomes abandoned, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the public, invalid invalid, unenforceable or unenforceable; (b) the Grantor shall promptly notify the Secured Party if it knows, or has reason subject 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 adverse 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), unless the Borrower shall either (i) regarding reasonably and in good faith determine (and notice of such Grantor’s ownership determination shall have been delivered to the Administrative Agent) that any of such Intellectual Property Collateral is of negligible economic value to each Loan Party and each Subsidiary of any Loan Party or (ii) have a valid business purpose (exercised in the ordinary course of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same;business that is consistent with past practice). (cb) in In no event will the Grantor shall any Loan Party, any Subsidiary of any Loan Party or any of its their 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 Secured PartyAdministrative Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Administrative Agent may reasonably request to evidence the Secured PartyAdministrative Agent’s first priority security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of each Loan Party and each Subsidiary of any Loan Party relating thereto or represented thereby. (dc) Within 30 days from Each Loan Party and each Subsidiary of any Loan Party will take all necessary steps, including in any proceeding before the end 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 each Fiscal Quarter applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the Grantor will execute payment of fees and deliver taxes (except to the Secured Party extent that dedication, abandonment or invalidation is permitted under clause (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantora)).

As to Intellectual Property Collateral. Each Grantor covenants (a) The Borrower shall not, and agrees to comply with the following provisions as Parent shall not permit any of its other Subsidiaries to, unless the Borrower or such provisions relate to Subsidiary shall reasonably and in good faith determine that any of its Intellectual Property Collateral material is of negligible economic value to it (provided that any such determination with respect to any trademark or other mark xxxd in connection with the operations name of any convenience store or business of such Grantor: (a) gasoline station shall be made only after consultation with the Grantor shall use commercially reasonable efforts Agent), do any act, or omit to pursue and maintaindo any act, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or whereby any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property Collateral may lapse or become abandoned or dedicated to the public, invalid public or unenforceable;. (b) The Borrower or the Grantor Parent shall promptly notify the Secured Party 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 such Grantor’s the ownership of the Borrower or any other Subsidiary of the Parent of any material item of the Intellectual Property Collateral, its Collateral or the Borrower's or such Subsidiary's right to register the same or to keep and maintain and enforce the same;. (c) in In no event will shall the Grantor Borrower or any other Subsidiary of the Parent, or any of its their respective agents, employees, designees or licensees 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 Secured PartyAgent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Agent may reasonably request to evidence the Secured Party’s Agent's security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of the Borrower or such Subsidiary relating thereto or represented thereby. (d) Within 30 days from The Borrower shall take, and the end Parent shall cause its Subsidiaries to take, all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office, 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 each Fiscal Quarter the Grantor will execute Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and deliver opposition, interference and cancellation proceedings and the payment of fees and taxes (except to the Secured Party extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (as applicablea), (b) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantorc)).

As to Intellectual Property Collateral. Each Grantor covenants a. No Grantor (1) will fail to maintain (in a manner consistent with its historical practices) the quality of products and agrees services offered under all of the Trademark Collateral, or (2) will fail to comply employ with all of the Trademark Collateral (whether or not registered with any Official Body) an appropriate notice of such trademark, or (3) will fail to employ with all of the Copyright Collateral an appropriate notice of such copyright, or (4) will fail to employ with any Patent Collateral registered with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States U.S. Patent and Trademark Office, or in a foreign country, an appropriate notice of such registration. b. No Grantor will do or permit any act (or knowingly omit to do any act) whereby any of the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property Collateral may lapse or become abandoned or abandoned, forfeited, invalid, dedicated to the public, invalid public or unenforceable;unenforceable (except upon expiration of the end of an unrenewable term of a registration thereof) without the prior written consent of Administrative Agent (which consent will not be unreasonably withheld while no Default is occurring). (b) the c. Each Grantor shall will promptly notify the Secured Party Administrative Agent if it knows, such Grantor believes (or has reason to know, believe) that (1) any application 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 (2) there has been or will be an adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any courtother Official Body) regarding such Grantor’s 's ownership of any material item of the Intellectual Property Collateral, its right to register the same same, or its right to keep and keep, maintain and enforce the same;. (c) in no event will the d. 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 Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofOfficial Body, unless it promptly informs the Secured Partythen such Grantor must notify Administrative Agent thereof within 30 calendar days thereafter, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes must promptly execute and delivers deliver any and all agreements, instruments instruments, documents and documents as the Secured Party papers that Administrative Agent may request to evidence the Secured Party’s Administrative Agent's security interest in such Intellectual Property Collateral; and. (d) Within 30 days from the end of each Fiscal Quarter the e. Each Grantor will execute perform all acts and deliver to the Secured Party will pay all required fees and taxes (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest including in any such Intellectual Propertyproceeding before the United States Patent and Trademark Office, and shall execute and deliver to the Secured Party United States Copyright Office or any other document reasonably required Official Body) to acknowledge or register or perfect the Secured Party’s interest in any part of such maintain each and every item of Intellectual Property Collateral unless such Grantor shall determine in good faith (full force and effect throughout the world and to pursue any application filed with respect to the consent Intellectual Property Collateral, including the filing of the Secured Party) that applications for renewal, affidavits of use, affidavits of incontestability and opposition, and interference and cancellation proceedings. f. Upon any Grantor's acquiring any Intellectual Property Collateral is the acquisition of negligible economic value which must be recorded in order to perfect such Grantor's interest therein, then such Grantor will promptly record its interest therein and will notify Administrative Agent thereof within 30 calendar days thereafter. g. Each Grantor (1) will protect, defend and maintain the validity and enforceability of the Intellectual Property Collateral, and (2) will use its best efforts to detect infringements of the Intellectual Property Collateral and promptly notify Administrative Agent in writing of material infringements detected. h. Each Grantor, on a continuing basis, will register such Grantor's Trademarks, pursue patent protection for such Grantor's inventions, and register the most recent versions of any of such Grantor's Copyrights. i. No Grantor will enter into any agreement that would materially impair or conflict with such Grantor's obligations hereunder with respect to its Intellectual Property Collateral. No Grantor will permit the inclusion in any material contract to which it becomes a party any provisions that could in any way prevent the creation of a security interest in such Grantor's rights and interest in any property included within the definition of the Intellectual Property Collateral acquired or licensed under such contracts. No Grantor will arrange for the creation or development of any Intellectual Property Collateral as a "work for hire" without concurrently obtaining a waiver of all rights therein by the author or creator thereof. j. Each Grantor will promptly notify Administrative Agent in writing upon obtaining knowledge of any event that materially adversely affects (1) the value of any material Intellectual Property Collateral, or (2) the ability of such Grantor to dispose of any material Intellectual Property Collateral, or (3) the rights and remedies of Administrative Agent in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral. k. 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, all such instruments, collateral agreements and filings (including all appropriate financing and continuation statements) with the United States Patent and Trademarks Office and the Register of Copyrights, and will take all such action as Administrative Agent may reasonably deem to be necessary or advisable to perfect or protect 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.

As to Intellectual Property Collateral. (a) Each Grantor covenants Loan Party and agrees each Subsidiary of any Loan Party shall take all actions necessary to comply with the following provisions as such provisions relate to any ensure that no Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintainlapses, at its own expensebecomes abandoned, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the public, invalid invalid, unenforceable or unenforceable; (b) the Grantor shall promptly notify the Secured Party if it knows, or has reason subject 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 adverse 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), unless the Borrowers shall either (i) regarding reasonably and in good faith determine (and notice of such Grantor’s ownership determination shall have been delivered to the Administrative Agent) that any of such Intellectual Property Collateral is of negligible economic value to each Loan Party and each Subsidiary of any Loan Party or (ii) have a valid business purpose (exercised in the ordinary course of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same;business that is consistent with past practice). (cb) in In no event will the Grantor shall any Loan Party, any Subsidiary of any Loan Party or any of its their 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 Secured PartyAdministrative Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Administrative Agent may reasonably request to evidence the Secured PartyAdministrative Agent’s first priority security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of each Loan Party and each Subsidiary of any Loan Party relating thereto or represented thereby. (dc) Within 30 days from Each Loan Party and each Subsidiary of any Loan Party will take all necessary steps, including in any proceeding before the end 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 each Fiscal Quarter applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the Grantor will execute payment of fees and deliver taxes (except to the Secured Party extent that dedication, abandonment or invalidation is permitted under clause (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantora)).

As to Intellectual Property Collateral. Each Grantor covenants and agrees to comply with the following provisions provisions, in each case, as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor: (a) the such Grantor shall use commercially reasonable efforts will not (i) do or fail to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or perform any act whereby any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property Collateral constituting Material IP Rights may lapse or become abandoned or dedicated to the publicpublic or unenforceable, (ii) authorize any of its licensees to (A) fail to continue to use any of the Trademark Collateral constituting Material IP Rights in order to maintain all of the Trademark Collateral constituting Material IP Rights in full force free from any claim of abandonment for non-use, (B) fail to maintain the quality of products and services offered under all of the Trademark Collateral constituting Material IP Rights at a level substantially consistent with the quality of products and services offered under such Trademark as of the date hereof, (C) [reserved], (D) [reserved], (E) [reserved] or (F) do or permit any act or knowingly omit to do any act whereby any of the Trademark Collateral constituting Material IP Rights may become invalid or unenforceableunenforceable or (iii) 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, in each case, constituting Material IP Rights 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 materially adverse to such Grantor; (b) the such Grantor shall promptly notify the Secured Party Administrative Agent on a quarterly basis, together with the delivery of the applicable Compliance Certificate for such quarter, if it knows, or has reason to know, knows that any application or registration relating to any material item of Material IP Rights may, in the Intellectual Property Collateral may 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 such Grantor’s ownership of any of the Intellectual Property CollateralMaterial IP Rights, its right to register the same or to keep and maintain and enforce the same; (c) in no event will 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 Secured Partythereof filed during such quarter, and upon the written request of the Secured Party Administrative Agent (subject to the terms of the Credit Agreement and this Security Agreement), the applicable Grantor shall execute and deliver all agreements, instruments and documents as the Administrative Agent or the Lender Representative may reasonably request to evidence the Administrative Agent’s security interest in any Intellectual Property Collateral; (d) [reserved] (e) such Grantor will take all reasonable and necessary steps (in such Grantor’s reasonable business judgement), including in any proceeding before the USPTO, the USCO or any similar office or agency in any other country or any political subdivision thereof (subject to the terms of the Credit Agreement), executes to maintain and delivers all agreementspursue any material application (and to obtain the relevant registration) filed with respect to, instruments and documents as to maintain any registration of, Material IP Rights, including the Secured Party may request 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 evidence the Secured Party’s security interest in such Intellectual Property Collateralextent that dedication, abandonment or invalidation is permitted under the foregoing clause (a) or (b)); and (df) Within 30 days from the end of each Fiscal Quarter the such Grantor will promptly upon written request by Administrative Agent or the Lender Representative execute and deliver to the Secured Party Administrative Agent (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with following its obtaining an interest in any such Intellectual Property, Property described in the foregoing clause (e) and shall execute and deliver to the Secured Party Administrative Agent any other document reasonably required to acknowledge or register or perfect evidence the Secured PartyAdministrative Agent’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured PartyLender Representative, 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. Each Grantor covenants (a) The Borrower shall not, and agrees shall not permit any of its Subsidiaries to, except in the exercise of their reasonable business judgement, do any act, or omit to comply with the following provisions as do any act, whereby any of such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the public, invalid public or unenforceable;. (b) the Grantor The Borrower shall promptly notify the Secured Party 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 such Grantor’s the ownership of the Borrower or any of its Subsidiaries of any material item of the Intellectual Property Collateral, its Collateral or the Borrower's or such Subsidiary's right to register the same or to keep and maintain and enforce the same;. (c) in In no event will shall the Grantor Borrower or any of its Subsidiaries, or any of their respective agents, employees, designees or licensees 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 Secured PartyAdministrative Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Administrative Agent may reasonably request to evidence the Secured Party’s Administrative Agent's security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of the Borrower or such Subsidiary relating thereto or represented thereby. (d) Within 30 days from Unless the end of each Fiscal Quarter the Grantor will execute and deliver to the Secured Party (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, Borrower shall otherwise determine in the forms exercise of Exhibit Aits reasonable business judgement, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Propertythe Borrower shall take, and shall execute cause its Subsidiaries to take, all necessary steps, including in any proceeding before the United States Patent and deliver Trademark Office, the United States Copyright Office, 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 (except to the Secured Party any other document reasonably required to acknowledge extent that dedication, abandonment or register or perfect invalidation is permitted under the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith foregoing clauses (with the consent of the Secured Partya), (b) that any Intellectual Property Collateral is of negligible economic value to such Grantorand (c)).

As to Intellectual Property Collateral. Each Grantor covenants (a) Except to the extent not material Satmex and agrees its Subsidiaries, taken as a whole, it shall not do any act or omit to comply with do any act whereby any of the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor: (a) the any Grantor shall use commercially reasonable efforts to pursue and maintainmay lapse, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or abandoned, dedicated to the public, invalid or unenforceable; (b) the Each Grantor shall promptly notify the Secured Party 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 take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any foreign counterpart thereof of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to Satmex and its Subsidiaries, taken as a whole, which is now or any court) regarding such Grantor’s ownership of any of shall become included in the Intellectual Property CollateralCollateral including, its right to register the same or to keep but not limited to, those items on Schedule (I), (II) and maintain and enforce the same(III); (c) To the extent prudent in no the event will the Grantor or any of its agents, employees, designees or licensees file an application for the registration of that any Intellectual Property Collateral (i) owned by or exclusively licensed to any Grantor and (ii) material to Satmex and its Subsidiaries, taken as a whole, infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Intellectual Property Collateral including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (d) Each Grantor shall report to the Collateral Trustee (i) the filing of any application to register any intellectual property with the United States Patent and Trademark Office, the United States Copyright Office Office, or any similar office state registry or agency in any other country or any political subdivision thereof, unless it promptly informs the Secured Party, and upon request foreign counterpart of the Secured Party foregoing (subject to whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the terms registration of the Credit Agreement), executes and delivers all agreements, instruments and documents as the Secured Party may request to evidence the Secured Party’s security interest in any intellectual property by any such Intellectual Property Collateraloffice; and (de) Within 30 days from Upon reasonable request by the end of Trustee, each Fiscal Quarter the Grantor will execute and deliver to the Secured Party (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party Collateral Trustee any other document reasonably required to acknowledge or register acknowledge, confirm, register, record, or perfect the Secured PartyCollateral Trustee’s interest in any part of such item of the Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such GrantorCollateral, whether now owned or hereafter acquired.

As to Intellectual Property Collateral. (a) Each Grantor covenants of the Borrowers, CatchMark TRS, CatchMark TRS Subsidiary and agrees CatchMark HBU shall take all actions necessary to comply with the following provisions as such provisions relate to any ensure that no Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintainlapses, at its own expensebecomes abandoned, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the public, invalid invalid, unenforceable or unenforceable; (b) the Grantor shall promptly notify the Secured Party if it knows, or has reason subject 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 adverse 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), unless the Borrowers shall either (i) regarding reasonably and in good faith determine (and notice of such Grantor’s ownership of determination shall have been delivered to the Administrative Agent) that any of the such Intellectual Property CollateralCollateral is of negligible economic value to the Borrowers, its right to register CatchMark TRS, CatchMark TRS Subsidiary or CatchMark HBU or (ii) have a valid business purpose (exercised in the same or to keep and maintain and enforce the same;ordinary course of business that is consistent with past practice). (cb) in In no event will shall either of the Grantor Borrowers, CatchMark TRS, CatchMark TRS Subsidiary, CatchMark HBU or any of its their 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 Secured PartyAdministrative Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Administrative Agent may reasonably request to evidence the Secured PartyAdministrative Agent’s first priority security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of the each of the Borrowers and each of the other Loan Parties relating thereto or represented thereby. (dc) Within 30 days from Each Borrower, CatchMark TRS, CatchMark TRS Subsidiary and CatchMark HBU will take all necessary steps, including in any proceeding before the end 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 each Fiscal Quarter applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the Grantor will execute payment of fees and deliver taxes (except to the Secured Party extent that dedication, abandonment or invalidation is permitted under clause (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantora)).

As to Intellectual Property Collateral. Each Grantor covenants (a) Holdings and agrees the Borrower shall not, and shall not permit any of their Subsidiaries, unless the Borrower shall reasonably and in good faith determine (and notice of such determination shall have been delivered to comply with the following provisions as such provisions relate to Agent) that any of the Intellectual Property Collateral material is of negligible economic value to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintainHoldings, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or any such Subsidiary, do any act, or omit to do any act, whereby any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property Collateral may lapse or become abandoned or dedicated to the public, invalid public or unenforceable;. (b) Holdings, the Grantor Borrower and each of their Subsidiaries shall promptly notify the Secured Party Agent 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 Holding's, the Borrower's or any such Grantor’s Subsidiary's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same;. (c) in In no event will shall Holdings, the Grantor Borrower or any of its agents, employees, designees or licensees their Subsidiaries 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 Secured PartyAgent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Agent may reasonably request to evidence the Secured Party’s Agent's security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of Holdings, the Borrower and each of their Subsidiaries relating thereto or represented thereby. (d) Within 30 days from Holdings, the end Borrower and each of each Fiscal Quarter the Grantor will execute and deliver to the Secured Party (as applicable) a Patent Security Agreementtheir Subsidiaries shall take all necessary steps, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest including in any such Intellectual Propertyproceeding 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 shall execute and deliver to maintain any registration of, the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with Collateral, including the consent filing of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantor.applications for

As to Intellectual Property Collateral. Each Grantor covenants (a) The Borrower shall, and agrees shall cause its Subsidiaries to, unless the Borrower or such Subsidiary shall reasonably and in good faith determine (and notice of such determination shall have been delivered to comply with the following provisions as such provisions relate to Administrative Agent) that any of its Intellectual Property Collateral is not of material economic value to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintainit, at its own expense, legal protection for do all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereofacts, and filing applications for renewalnot omit to do any act, affidavits so that all of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may Collateral shall not lapse or become abandoned or dedicated to the public, invalid public or unenforceable;. (b) the Grantor The Borrower shall promptly notify the Secured Party 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 unenforceableunenforceable (except for any Intellectual Property Collateral that terminates or expires in accordance with its terms or the term of its original patent), 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 such Grantor’s the ownership of the Borrower or any of its Subsidiaries of any material item of the Intellectual Property Collateral, its Collateral or the Borrower's or such Subsidiary's right to register the same or to keep and maintain and enforce the same;. (c) in In no event will shall the Grantor Borrower or any of its Subsidiaries, or any of their respective agents, employees, designees or licensees 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 Secured PartyAdministrative Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Administrative Agent may reasonably request to evidence the Secured Party’s Administrative Agent's security interest for the benefit of the Lenders in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of the Borrower or such Subsidiary relating thereto or represented thereby. (d) Within 30 days from the end of each Fiscal Quarter the Grantor will execute and deliver to the Secured Party (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual PropertyThe Borrower shall take, and shall execute and deliver cause its Subsidiaries to the Secured Party any other document take, all reasonably required to acknowledge or register or perfect the Secured Party’s interest necessary steps, including in any part of such proceeding before the United States Patent and Trademark Office or the United States Copyright Office, 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 unless such Grantor shall determine in good faith (with other than any common law intellectual property that cannot be so registered), including the consent filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the Secured Partypayment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (a), (b) that any Intellectual Property Collateral is of negligible economic value to such Grantorand (c)).

As to Intellectual Property Collateral. Each Grantor covenants (a) The Borrowers shall not, and agrees shall not permit any of their Subsidiaries, unless the Borrowers shall reasonably and in good faith determine (and notice of such determination shall have been delivered to comply with the following provisions as such provisions relate to Agent) that any of the Intellectual Property Collateral material is of negligible economic value to the operations Borrowers or business of any such Grantor: (a) the Grantor shall use commercially reasonable efforts Subsidiary, do any act, or omit to pursue and maintaindo any act, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or whereby any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property Collateral may lapse or become abandoned or dedicated to the public, invalid public or unenforceable;. (b) Each of the Grantor Borrowers and each of their Subsidiaries shall promptly notify the Secured Party 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 Borrowers' or any such Grantor’s Subsidiary's ownership of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same;. (c) in In no event will shall any of the Grantor Borrowers, any of their Subsidiaries or any of its their 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 Secured PartyAgent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Agent may reasonably request to evidence the Secured Party’s Agent's security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of the Borrowers and their Subsidiaries relating thereto or represented thereby. (d) Within 30 days from The Borrowers and their Subsidiaries shall take all necessary steps, including in any proceeding before the end 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 each Fiscal Quarter applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the Grantor will execute payment of fees and deliver taxes (except to the Secured Party extent that dedication, abandonment or invalidation is permitted under the foregoing clauses (as applicablea), (b) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantorc)).

As to Intellectual Property Collateral. (a) Each Grantor covenants Loan Party and agrees each Subsidiary of any Loan Party shall take all actions necessary to comply with the following provisions as such provisions relate to any ensure that no Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintainlapses, at its own expensebecomes abandoned, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the public, invalid invalid, unenforceable or unenforceable; (b) the Grantor shall promptly notify the Secured Party if it knows, or has reason subject 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 adverse 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), unless the Borrower shall reasonably and in good faith determine (and notice of such determination shall have been delivered to the Administrative Agent) regarding that such Grantor’s ownership lapse, abandonment, dedication, invalidity, unenforceability, 46267678.11 determination or development could not reasonably be expected to have a Material Adverse Effect. (b) In no event shall any Loan Party, any Subsidiary of any of the Intellectual Property Collateral, its right to register the same or to keep and maintain and enforce the same; (c) in no event will the Grantor Loan Party or any of its their 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 Secured PartyAdministrative Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Administrative Agent may reasonably request to evidence the Secured PartyAdministrative Agent’s first priority security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of each Loan Party and each Subsidiary of any Loan Party relating thereto or represented thereby. (dc) Within 30 days from Each Loan Party and each Subsidiary of any Loan Party will take all necessary steps, including in any proceeding before the end 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 each Fiscal Quarter applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the Grantor will execute payment of fees and deliver taxes (except to the Secured Party extent that dedication, abandonment or invalidation is permitted under clause (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantora)).

As to Intellectual Property Collateral. Each Grantor The Guarantor -------------------------------------- covenants and agrees to comply with the following provisions as such provisions relate to any item of Intellectual Property Collateral material to (other than items of Intellectual Property Collateral which are not, individually or in the operations or business of such Grantor:aggregate, material): (a) the Grantor shall use commercially reasonable efforts to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the public, invalid or unenforceable; (b) the Grantor Guarantor shall promptly notify the Secured Party Agent 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 such Grantor’s the 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; (cb) in no event will the Grantor Guarantor or any of its agents, employees, designees or licensees file an application for the registration of any Intellectual Property Collateral of the Guarantor 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 Secured PartyAgent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Agent, executes and delivers all agreements, instruments and documents as the Secured Party Agent may reasonably request to evidence the Secured Party’s Agent's security interest in such Intellectual Property Collateral; (c) the Guarantor 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 after application) filed with respect to, and to maintain any registration of, all material items 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 (i) dedication, abandonment or invalidation is permitted under the foregoing clause (b) or (ii) the ---------- Guarantor shall either (a) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to the Guarantor, or (b) have a valid business purpose to do otherwise;); and (d) Within 30 days from the end of each Fiscal Quarter the Grantor Guarantor will promptly (but no less than quarterly) execute and deliver to the Secured Party Agent (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, substantially in the forms form of Exhibit Athe Patent Security Agreement, Exhibit B the Trademark Security Agreement and Exhibit C hereto in connection with the Copyright Security Agreement following its obtaining an interest in any such Intellectual Propertypatents, trademarks or copyrights, and shall execute and deliver to the Secured Party Agent any other document reasonably required to acknowledge or register or perfect the Secured Party’s Agent's interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine Collateral, in good faith (with each case at the consent request of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such GrantorAgent.

As to Intellectual Property Collateral. Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any material Intellectual Property Collateral material to the operations or business of such each Grantor: (a) the no Grantor shall use commercially reasonable efforts will do or fail to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or perform any act whereby any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such material Intellectual Property Collateral may lapse or become abandoned or dedicated to the public, invalid public or unenforceable, unless, such Grantor shall either (i) reasonably and in good faith determine that any of such Intellectual Property Collateral is of negligible economic value to such Grantor, or (ii) have a valid business purpose to do otherwise; (b) the each Grantor shall promptly notify the Secured Party Collateral Agent 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 such each 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; (c) except as otherwise provided in the Credit Agreement and Credit Documents as defined thereunder, in no event will the any Grantor or any of its agents, employees, employees or 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 (but not less than quarterly) informs the Secured PartyCollateral Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Collateral Agent, executes and delivers all agreements, instruments and documents as the Secured Party Collateral Agent may reasonably request to evidence the Secured PartyCollateral Agent’s security interest in such Intellectual Property Collateral; and; (d) Within 30 days from the end of each Fiscal Quarter the Grantor 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 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)); (e) each Grantor will promptly (but no less than quarterly) execute and deliver to the Secured Party Collateral Agent (as applicable) a Patent Security Agreement, Trademark an Intellectual Property Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms form of Exhibit A, Exhibit B and Exhibit C hereto in connection with following its obtaining an interest in any such material Intellectual PropertyProperty Collateral, and shall execute and deliver to the Secured Party Collateral Agent any other document reasonably required to acknowledge or register or perfect the Secured PartyCollateral Agent’s and Note Holder’s interest in any part of such item of Intellectual Property Collateral; provided, however, notwithstanding anything herein to the contrary, the Collateral unless such Grantor shall determine Agent will not take any action to perfect its security interest in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral registered in any foreign jurisdiction unless an Event of Default shall exist; and (f) no Grantor shall enter into any agreement that is of negligible economic value to inconsistent with such Grantor’s obligations with respect to the Intellectual Property Collateral under this Security Agreement or any other Notes Document, and shall not otherwise sell or assign its interest in, or grant any license or sublicense with respect to, any of the Intellectual Property Collateral, other than in the ordinary course of business consistent with past practice, as otherwise permitted by the Indenture or the Credit Agreement, or to the extent that the failure to comply with this Section 4.5(f) does not constitute a Materially Adverse Effect, without Collateral Agent’s prior written consent which shall not be unreasonably withheld.

As to Intellectual Property Collateral. (a) Each Grantor covenants Borrower will, and agrees will cause Wxxxx TRS Subsidiary to, take all actions necessary to comply with the following provisions as such provisions relate to any ensure that no Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintainlapses, at its own expensebecomes abandoned, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the public, invalid invalid, unenforceable or unenforceable; (b) the Grantor shall promptly notify the Secured Party if it knows, or has reason subject 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 adverse 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), unless the Borrowers shall either (i) regarding reasonably and in good faith determine (and notice of such Grantor’s ownership of determination shall have been delivered to the Administrative Agent) that any of the such Intellectual Property Collateral, its right Collateral is of negligible economic value to register the same Borrowers or to keep and maintain and enforce Wxxxx TRS Subsidiary or (ii) have a valid business purpose (exercised in the same;ordinary course of business that is consistent with past practice). (cb) in In no event will the Grantor shall any Borrower, Wxxxx TRS Subsidiary or any of its their 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 Secured PartyAdministrative Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Administrative Agent may reasonably request to evidence the Secured PartyAdministrative Agent’s first priority security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of the Borrowers and each of their Loan Parties relating thereto or represented thereby. (dc) Within 30 days from Each Borrower and Wxxxx TRS Subsidiary will take all necessary steps, including in any proceeding before the end 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 each Fiscal Quarter applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the Grantor will execute payment of fees and deliver taxes (except to the Secured Party extent that dedication, abandonment or invalidation is permitted under clause (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantora)).

As to Intellectual Property Collateral. Each Grantor covenants and agrees No Borrower shall, nor shall any Borrower permit any of its Subsidiaries to, except in the exercise of its reasonable business judgment, do any act, or omit to comply with the following provisions as such provisions relate to do any act, whereby any item of material Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the publicpublic or unenforceable other than upon the natural expiration of protective periods under applicable law. In addition, invalid or unenforceable;each of the Borrowers shall, and shall cause each of their Subsidiaries to: (ba) the Grantor shall promptly notify the Secured Party Administrative Agent as soon as practicable 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 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, Office or the United States Copyright Office Office) regarding the ownership by any Borrower or any foreign counterpart thereof or any court) regarding such Grantor’s ownership Subsidiary of any Borrower of any material item of the Intellectual Property Collateral, Properly Collateral or any Borrower's or any of its Subsidiaries' right to register the same or to keep and maintain and enforce the same; (cb) in no event will the Grantor or not file 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, Office or the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofOffice, unless it promptly informs the Secured PartyAdministrative Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Administrative Agent may reasonably request to evidence the Secured Party’s Administrative Agent's security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of any Borrower or any Subsidiary of any Borrower relating thereto or represented thereby. (dc) Within 30 days from unless it is otherwise determined in the end exercise of each Fiscal Quarter their reasonable business judgment, take all necessary steps, including in any proceeding before the Grantor will execute United States Patent and deliver Trademark Office or the United States Copyright Office, 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 (except to the Secured Party extent that dedication, abandonment or invalidation is permitted under the foregoing clause (as applicablea) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms or (b) of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantorthis Section 7.1.11).

As to Intellectual Property Collateral. (a) Each Grantor covenants of the Borrowers, Xxxxx TRS Subsidiary and agrees Xxxxx HBU shall take all actions necessary to comply with the following provisions as such provisions relate to any ensure that no Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintainlapses, at its own expensebecomes abandoned, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the public, invalid invalid, unenforceable or unenforceable; (b) the Grantor shall promptly notify the Secured Party if it knows, or has reason subject 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 adverse 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), unless the Borrowers shall either (i) regarding reasonably and in good faith determine (and notice of such Grantor’s ownership of determination shall have been delivered to the Administrative Agent) that any of the such Intellectual Property CollateralCollateral is of negligible economic value to the Borrowers, its right to register Xxxxx TRS Subsidiary or Xxxxx HBU or (ii) have a valid business purpose (exercised in the same or to keep and maintain and enforce the same;ordinary course of business that is consistent with past practice). (cb) in In no event will shall either of the Grantor Borrowers, Xxxxx TRS Subsidiary, Xxxxx HBU or any of its their 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 Secured PartyAdministrative Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Administrative Agent may reasonably request to evidence the Secured PartyAdministrative Agent’s first priority security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of the each of the Borrowers and each of the other Loan Parties relating thereto or represented thereby. (dc) Within 30 days from Each Borrower, Xxxxx TRS Subsidiary and Xxxxx HBU will take all necessary steps, including in any proceeding before the end 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 each Fiscal Quarter applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the Grantor will execute payment of fees and deliver taxes (except to the Secured Party extent that dedication, abandonment or invalidation is permitted under clause (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantora)).

As to Intellectual Property Collateral. Each Grantor covenants and agrees No Borrower shall, nor shall any Borrower permit any of its Restricted Subsidiaries to, except in the exercise of its reasonable business judgment, do any act, or omit to comply with the following provisions as such provisions relate to do any act, whereby any item of material Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property may lapse or become abandoned or dedicated to the publicpublic or unenforceable other than upon the natural expiration of protective periods under applicable law. In addition, invalid or unenforceable;each of the Borrowers shall, and shall cause each of their Restricted Subsidiaries to: (ba) the Grantor shall promptly notify the Secured Party Administrative Agent as soon as practicable 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 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, Office or the United States Copyright Office Office) regarding the ownership by any Borrower or any foreign counterpart thereof or any court) regarding such Grantor’s ownership Restricted Subsidiary of any material item of the Intellectual Property Collateral, Properly Collateral or any Borrower’s or any of its Restricted Subsidiaries’ right to register the same or to keep and maintain and enforce the same; (cb) in no event will the Grantor or except for any of its agentsForeign Subsidiary, employees, designees or licensees not file an any application for the registration of any Intellectual Property Collateral with 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, unless it promptly informs the Secured PartyAdministrative Agent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Administrative Agent may reasonably request to evidence the Secured PartyAdministrative Agent’s security interest in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of any Borrower or any Restricted Subsidiary (other than any Foreign Subsidiary) relating thereto or represented thereby. (dc) Within 30 days from unless it is otherwise determined in the end exercise of each Fiscal Quarter their reasonable business judgment, take all necessary steps, including in any proceeding before the Grantor will execute United States Patent and deliver Trademark Office or the United States Copyright Office, 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 (except to the Secured Party extent that dedication, abandonment or invalidation is permitted under the foregoing clause (as applicablea) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms or (b) of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantorthis Section 7.1.11).

As to Intellectual Property Collateral. 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 such Grantor: (a) the such Grantor shall use commercially reasonable efforts to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including will not (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office do or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing fail to perform acts any act whereby any such Intellectual Property Patent Collateral may lapse or become abandoned or dedicated to the publicpublic or unenforceable, (ii) knowingly permit any of its licensees to, or do or permit any act or knowingly omit to do any act whereby any such Trademark Collateral may lapse or become invalid or unenforceable, or (iii) do or permit any act or knowingly omit to do any act whereby any such Copyright Collateral or any 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 immaterial economic value to such Grantor; (b) the such Grantor shall promptly notify the Secured Party Administrative Agent 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 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, the Canadian Intellectual Property Office or any foreign counterpart thereof or any court) regarding such Grantor’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; (c) in no event will following the Grantor or any filing 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 the Canadian Intellectual Property Office or, other than with respect to Excluded Perfection Collateral, any similar office or agency in any other country or any political subdivision or upon the registration thereof with any such office, such Grantor shall within thirty (30) days following such filing promptly inform the Administrative Agent of the same and deliver a supplement to Schedule III identifying such Intellectual Property Collateral, and upon reasonable request of the Administrative Agent (subject to the terms of the Credit Agreement), execute and deliver all agreements, instruments and documents as the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property Collateral; (d) such Grantor will take all necessary steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office or (subject to the terms of the Credit Agreement), if reasonably requested by the Administrative Agent, any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs to maintain and pursue any application (and to obtain the Secured Partyrelevant registration) filed with respect to, and to maintain any registration of, each such Intellectual Property Collateral material to the operations or business of such Grantor, 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 clause (a) or (b) or to the extent such Grantor shall reasonably and in good faith determine is of immaterial economic value to such Grantor); and (e) following the obtaining of an interest in any such Intellectual Property Collateral by such Grantor or, following the occurrence and during the continuance of an Event of Default, upon the request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes and delivers such Grantor shall deliver all agreements, instruments and documents as the Secured Party Administrative Agent may reasonably request to evidence the Secured PartyAdministrative Agent’s security interest in such Intellectual Property Collateral; and (d) Within 30 days from the end of each Fiscal Quarter the Grantor will execute Collateral and deliver to the Secured Party (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably otherwise be required to acknowledge or register or perfect the Secured PartyAdministrative Agent’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (and if an Event of Default has occurred and is continuing, with the consent of the Secured PartyAdministrative Agent) that any Intellectual Property Collateral is of negligible immaterial economic value to such Grantor.

As to Intellectual Property Collateral. (a) Without limiting any other rights of the Collateral Agent hereunder, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement, solely during and for the continuation of an Event of Default, and subject to any Intercreditor Agreement, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of such Grantor’s Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). (b) Each use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default and subject to any Intercreditor Agreement; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 10 shall require a Grantor covenants to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 10 is exercised with regard to any trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed trademarks shall only be used in association with goods or services of a quality and agrees to comply nature consistent with the following provisions as quality and reputation with which such provisions relate trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed trademarks. (c) With respect to each item of Material Intellectual Property Collateral material and until termination of this Agreement in accordance with its terms, each Grantor agrees to take, at its expense, all steps in accordance with the operations or business exercise of such Grantor: (a) the Grantor shall use ’s commercially reasonable efforts to pursue and maintainbusiness judgment in such Grantor’s ordinary course of business, at its own expenseincluding, legal protection for all Intellectual Property owned or controlled by without limitation, in the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office or similar offices or agencies and any other applicable governmental authority, to (i) maintain such Intellectual Property Collateral in other countries or political subdivisions thereoffull force and effect, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing pursue the registration and maintenance of each item of Material Intellectual Property now or failing to perform acts whereby hereafter included in such Intellectual Property may lapse Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or become abandoned other governmental authorities, the filing of applications for renewal or dedicated extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, as applicable. No Grantor shall, without the written consent of the Collateral Agent, abandon any Material Intellectual Property Collateral or discontinue use of any Trademark included in the Material Intellectual Property Collateral unless such Grantor shall have previously determined, in its reasonable business judgment, that such use or the pursuit or maintenance of such Material Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof, either individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect, in which case, such Grantor will give notice within sixty (60) days of the end of the fiscal quarter of any such abandonment to the public, invalid or unenforceable;Collateral Agent. (bd) the Each Grantor shall promptly agrees to notify the Secured Party Collateral Agent within sixty (60) days of the end of the fiscal quarter if it knows, or has reason to know, such Grantor becomes aware (i) that any application or registration relating to any material item of the registered or pending Material Intellectual Property Collateral may has become abandoned or dedicated to the public or abandoned, placed in the public domain or domain, invalid or unenforceableunenforceable (other than as a result of the expiration of the statutory term for such Material Intellectual Property Collateral), 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 such Grantor’s ownership of any of the Material Intellectual Property Collateral, Collateral or its right to register the same or to keep and maintain and enforce the same;same to the extent the happening of such an event would reasonably be expected to materially and adversely affect the value or utility of the Intellectual Property Collateral or (ii) of any adverse determination (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Material Intellectual Property Collateral. (ce) In the event that any Grantor becomes aware that any item of Material Intellectual Property Collateral is being infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take commercially reasonable actions (unless failure to take such actions would not reasonably be expected to have a Material Adverse Effect), at its expense, to protect or enforce such Intellectual Property Collateral, including, without limitation, as Grantor deems necessary or desirable in no event will the its reasonable business discretion, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (f) Each Grantor shall take commercially reasonable actions to use proper statutory notice in connection with its use of each item of Material Intellectual Property Collateral owned by such Grantor as reasonably necessary to maintain such Grantor’s rights therein. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its agentsMaterial Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain (other than as a result of the expiration of the statutory term for such Material Intellectual Property Collateral). (g) Each Grantor shall take commercially reasonable actions which it or the Collateral Agent deems reasonable and appropriate under the circumstances to preserve and protect each item of its Material Intellectual Property Collateral, employeesconsistent in all material respects with the quality of the products or services as of the date hereof, designees or licensees file an application for the registration and taking all steps reasonably necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (h) With respect to the Intellectual Property Collateral, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Borrower and Collateral Agent (an “Notice of Grant of Security Interest”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the United States U.S. Patent and Trademark Office, Office and the United States U.S. Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs necessary to perfect the Secured Party, and upon request of the Secured Party (subject to the terms of the Credit Agreement), executes and delivers all agreements, instruments and documents as the Secured Party may request to evidence the Secured Party’s security interest hereunder in such federally registered or pending Intellectual Property Collateral; and (d) Within 30 days from the end of each Fiscal Quarter the Grantor will execute and deliver to the Secured Party (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. Each Grantor covenants a. No Grantor (1) will fail to maintain (in a manner consistent with its historical practices) the quality of products and agrees services offered under all of the Trademark Collateral, or (2) will fail to comply employ with all of the Trademark Collateral (whether or not registered with any Official Body) an appropriate notice of such trademark, or (3) will fail to employ with all of the material Copyright Collateral an appropriate notice of such copyright, or (4) will fail to employ with any Patent Collateral registered with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States U.S. Patent and Trademark Office, or in a foreign country, an appropriate notice of such registration. b. No Grantor will do or permit any act (or knowingly omit to do any act) whereby any of the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such material Intellectual Property Collateral may lapse or become abandoned or abandoned, forfeited, invalid, dedicated to the public, invalid public or unenforceable;unenforceable (except upon expiration of the end of an unrenewable term of a registration thereof) without the prior written consent of Administrative Agent (which consent will not be unreasonably withheld while no Default is occurring). (b) the c. Each Grantor shall will promptly notify the Secured Party Administrative Agent if it knows, such Grantor believes (or has reason to know, believe) that (1) any application 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 (2) there has been or will be an adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any courtother Official Body) regarding such Grantor’s 's ownership of any material item of the Intellectual Property Collateral, its right to register the same same, or its right to keep and keep, maintain and enforce the same;. (c) in no event will the d. 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 Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofOfficial Body, unless it promptly informs the Secured Partythen such Grantor must notify Administrative Agent thereof within 30 calendar days thereafter, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Administrative Agent, executes must promptly execute and delivers deliver any and all agreements, instruments instruments, documents and documents as the Secured Party papers that Administrative Agent may request to evidence the Secured Party’s Administrative Agent's security interest in such Intellectual Property Collateral; and. (d) Within 30 days from the end of each Fiscal Quarter the e. Each Grantor will execute perform all acts and deliver to the Secured Party will pay all required fees and taxes (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest including in any such Intellectual Propertyproceeding before the United States Patent and Trademark Office, and shall execute and deliver to the Secured Party United States Copyright Office or any other document reasonably required Official Body) to acknowledge or register or perfect the Secured Party’s interest in any part of such maintain each and every item of Intellectual Property Collateral unless (i) that has been registered with the United States Government or any other Official Body, or (ii) the failure of which to so maintain would be reasonably likely to have a Material Adverse Effect, in full force and effect throughout the world and to pursue any application filed with respect to the Intellectual Property Collateral, including the filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, and interference and cancellation proceedings. f. Upon any Grantor's acquiring any material Intellectual Property Collateral the acquisition of which must be recorded in order to perfect such Grantor's interest therein, then such Grantor shall determine in good faith will promptly record its interest therein and will notify Administrative Agent thereof within 30 calendar days thereafter. g. Each Grantor (with 1) will protect, defend and maintain the consent validity and enforceability of its material Intellectual Property Collateral, and (2) will use its best efforts to detect infringements of the Secured Party) Intellectual Property Collateral and promptly notify Administrative Agent in writing of material infringements detected. h. Each Grantor, on a continuing basis, will register such Grantor's Trademarks, pursue patent protection for such Grantor's inventions, and register the most recent versions of any of such Grantor's material Copyrights. i. No Grantor will enter into any agreement that would materially impair or conflict with such Grantor's obligations hereunder with respect to its material Intellectual Property Collateral. No Grantor will permit the inclusion in any material contract to which it becomes a party any provisions that could in any way prevent the creation of a security interest in such Grantor's rights and interest in any property included within the definition of the Intellectual Property Collateral acquired or licensed under such contracts. No Grantor will arrange for the creation or development of any Intellectual Property Collateral is as a "work for hire" without concurrently obtaining a waiver of negligible economic all rights therein by the author or creator thereof. j. Each Grantor will promptly notify Administrative Agent in writing upon obtaining knowledge of any event that materially adversely affects (1) the value of any material Intellectual Property Collateral, or (2) the ability of such Grantor to dispose of any material Intellectual Property Collateral, or (3) the rights and remedies of Administrative Agent in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral. k. 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, all such Grantorinstruments, collateral agreements and filings (including all appropriate financing and continuation statements) with the United States Patent and Trademarks Office and the Register of Copyrights, and will take all such action as Administrative Agent may reasonably deem to be necessary or advisable to perfect or protect 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.

As to Intellectual Property Collateral. Each a. No Grantor covenants (1) will fail to maintain (in a manner consistent with its historical practices) the quality of products and agrees services offered under all of the Trademark Collateral, or (2) will fail to comply employ with all of the Trademark Collateral (whether or not registered with any Official Body) an appropriate notice of such trademark, or (3) will fail to employ with all of the Copyright Collateral an appropriate notice of such copyright, or (4) will fail to employ with any Patent Collateral registered with the following provisions as such provisions relate to any Intellectual Property Collateral material to the operations or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States U.S. Patent and Trademark Office, or in a foreign country, an appropriate notice of such registration. b. No Grantor will do or permit any act (or knowingly omit to do any act) whereby any of the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property Collateral may lapse or become abandoned or abandoned, forfeited, invalid, dedicated to the public, invalid public or unenforceable;unenforceable (except upon expiration of the end of an unrenewable term of a registration thereof) without the prior written consent of Lender (which consent will not be unreasonably withheld while no Default is occurring). (b) the c. Each Grantor shall will promptly notify the Secured Party Lender if it knows, such Grantor believes (or has reason to know, believe) that (1) any application 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 (2) there has been or will be an adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any foreign counterpart thereof or any courtother Official Body) regarding such Grantor’s ownership of any material item of the Intellectual Property Collateral, its right to register the same same, or its right to keep and keep, maintain and enforce the same;. (c) in no event will the d. 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 Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereofOfficial Body, unless it promptly informs the Secured Partythen such Grantor must notify Lender thereof within 30 calendar days thereafter, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Lender, executes must promptly execute and delivers deliver any and all agreements, instruments instruments, documents and documents as the Secured Party papers that Lender may request to evidence the Secured PartyLender’s security interest in such Intellectual Property Collateral; and. (d) Within 30 days from the end of each Fiscal Quarter the e. Each Grantor will execute perform all acts and deliver to the Secured Party will pay all required fees and taxes (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest including in any such Intellectual Propertyproceeding before the United States Patent and Trademark Office, and shall execute and deliver to the Secured Party United States Copyright Office or any other document reasonably required Official Body) to acknowledge or register or perfect the Secured Party’s interest in any part of such maintain each and every item of Intellectual Property Collateral unless such Grantor shall determine in good faith (full force and effect throughout the world and to pursue any application filed with respect to the consent Intellectual Property Collateral, including the filing of the Secured Party) that applications for renewal, affidavits of use, affidavits of incontestability and opposition, and interference and cancellation proceedings. f. Upon any Grantor’s acquiring any Intellectual Property Collateral is the acquisition of negligible economic value which must be recorded in order to perfect such Grantor’s interest therein, then such Grantor will promptly record its interest therein and will notify Lender thereof within 30 calendar days thereafter. g. Each Grantor (1) will protect, defend and maintain the validity and enforceability of the Intellectual Property Collateral, and (2) will use its best efforts to detect infringements of the Intellectual Property Collateral and promptly notify Lender in writing of material infringements detected. h. Each Grantor, on a continuing basis, will register such Grantor’s Trademarks, pursue patent protection for such Grantor’s inventions, and register the most recent versions of any of such Grantor’s Copyrights. i. No Grantor will enter into any agreement that would materially impair or conflict with such Grantor’s obligations hereunder with respect to its Intellectual Property Collateral. No Grantor will permit the inclusion in any material contract to which it becomes a party any provisions that could in any way prevent the creation of a security interest in such Grantor’s rights and interest in any property included within the definition of the Intellectual Property Collateral acquired or licensed under such contracts. No Grantor will arrange for the creation or development of any Intellectual Property Collateral as a “work for hire” without concurrently obtaining a waiver of all rights therein by the author or creator thereof. j. Each Grantor will promptly notify Lender in writing upon obtaining knowledge of any event that materially adversely affects (1) the value of any material Intellectual Property Collateral, or (2) the ability of such Grantor to dispose of any material Intellectual Property Collateral, or (3) the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral. k. 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 and Canada, all such instruments, collateral agreements and filings (including all appropriate financing and continuation statements) with the United States Patent and Trademarks Office, the Register of Copyrights, and the Canadian Intellectual Property Office and will take all such action as Lender may reasonably deem to be necessary or advisable to perfect or protect Lender’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 Lender the grant or perfection of a security interest in all Intellectual Property Collateral.

As to Intellectual Property Collateral. (a) Without limiting any other rights of the Collateral Agent hereunder, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement, solely during and for the continuation of an Event of Default, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of such Grantor’s Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). (b) Each use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 10 shall require a Grantor covenants to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 10 is exercised with regard to any trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed trademarks shall only be used in association with goods or services of a quality and agrees to comply nature consistent with the following provisions as quality and reputation with which such provisions relate trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed trademarks. (c) With respect to each item of Material Intellectual Property Collateral material and until termination of this Agreement in accordance with its terms, each Grantor agrees to take, at its expense, all steps in accordance with the operations or business exercise of such Grantor: (a) the Grantor shall use ’s commercially reasonable efforts to pursue and maintainbusiness judgment in such Grantor’s ordinary course of business, at its own expenseincluding, legal protection for all Intellectual Property owned or controlled by without limitation, in the Borrower or any of the Subsidiaries, including (i) initiating proceedings before the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office or similar offices or agencies and any other applicable governmental authority, to (i) maintain such Intellectual Property Collateral in other countries or political subdivisions thereoffull force and effect, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing pursue the registration and maintenance of each item of Material Intellectual Property now or failing to perform acts whereby hereafter included in such Intellectual Property may lapse Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or become abandoned other governmental authorities, the filing of applications for renewal or dedicated extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings, as applicable. No Grantor shall, without the written consent of the Collateral Agent, abandon any Material Intellectual Property Collateral or discontinue use of any Trademark included in the Material Intellectual Property Collateral unless such Grantor shall have previously determined, in its reasonable business judgment, that such use or the pursuit or maintenance of such Material Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business and that the loss thereof, either individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect, in which case, such Grantor will give notice within sixty (60) days of the end of the fiscal quarter of any such abandonment to the public, invalid or unenforceable;Collateral Agent. (bd) the Each Grantor shall promptly agrees to notify the Secured Party Collateral Agent within sixty (60) days of the end of the fiscal quarter if it knows, or has reason to know, such Grantor becomes aware (i) that any application or registration relating to any material item of the registered or pending Material Intellectual Property Collateral may has become abandoned or dedicated to the public or abandoned, placed in the public domain or domain, invalid or unenforceableunenforceable (other than as a result of the expiration of the statutory term for such Material Intellectual Property Collateral), 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 such Grantor’s ownership of any of the Material Intellectual Property Collateral, Collateral or its right to register the same or to keep and maintain and enforce the same;same to the extent the happening of such an event would reasonably be expected to materially and adversely affect the value or utility of the Intellectual Property Collateral or (ii) of any adverse determination (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court) regarding any item of the Material Intellectual Property Collateral. (ce) In the event that any Grantor becomes aware that any item of Material Intellectual Property Collateral is being infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take commercially reasonable actions (unless failure to take such actions would not reasonably be expected to have a Material Adverse Effect), at its expense, to protect or enforce such Intellectual Property Collateral, including, without limitation, as Grantor deems necessary or desirable in no event will the its reasonable business discretion, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (f) Each Grantor shall take commercially reasonable actions to use proper statutory notice in connection with its use of each item of Material Intellectual Property Collateral owned by such Grantor as reasonably necessary to maintain such Grantor’s rights therein. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its agentsMaterial Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain (other than as a result of the expiration of the statutory term for such Material Intellectual Property Collateral). (g) Each Grantor shall take commercially reasonable actions which it or the Collateral Agent deems reasonable and appropriate under the circumstances to preserve and protect each item of its Material Intellectual Property Collateral, employeesconsistent in all material respects with the quality of the products or services as of the date hereof, designees or licensees file an application for the registration and taking all steps reasonably necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (h) With respect to the Intellectual Property Collateral, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the form set forth in Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Borrower and Collateral Agent (an “Notice of Grant of Security Interest”), for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the United States U.S. Patent and Trademark Office, Office and the United States U.S. Copyright Office or any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs necessary to perfect the Secured Party, and upon request of the Secured Party (subject to the terms of the Credit Agreement), executes and delivers all agreements, instruments and documents as the Secured Party may request to evidence the Secured Party’s security interest hereunder in such federally registered or pending Intellectual Property Collateral; and (d) Within 30 days from the end of each Fiscal Quarter the Grantor will execute and deliver to the Secured Party (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and shall execute and deliver to the Secured Party any other document reasonably required to acknowledge or register or perfect the Secured Party’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) that any Intellectual Property Collateral is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. Each Grantor covenants and agrees to comply with the following provisions as such provisions relate to any Intellectual Property Collateral material used in or necessary to the operations conduct of the Facility Business or business the operation of such Grantorthe Facility Assets: (a) the such Grantor shall use commercially reasonable efforts not (i) do or fail to pursue and maintain, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or perform any act whereby any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office patents or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property patent licenses may lapse or become abandoned or dedicated to the publicpublic or unenforceable, (ii) itself or permit any of its licensees to (A) fail to continue to use any of the trademarks, trade names or trademark licenses in order to maintain the Intellectual Property Collateral in full force free from any claim of abandonment for non-use, (B) fail to maintain as in the past the quality of products and services offered under the trademarks, trade names or trademark licenses, or (C) do or permit any act or knowingly omit to do any act whereby any of the trademarks, trade names or trademark licenses may lapse or become invalid or unenforceable, or (iii) do or permit any act or knowingly omit to do any act whereby any of the copyrights or copyright licenses or any of the trade secrets 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 is no longer used in or necessary to the conduct of the Facility Business or the operation of the Facility Assets, and the loss of such Intellectual Property Collateral would not have a Material Adverse Effect on the business; (b) the such Grantor shall promptly notify the Secured Party Collateral Agent 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 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 samesame except with respect to such Intellectual Property which such Grantor reasonably determines is of negligible economic value to such Guarantor or is no longer used in or necessary to the conduct of the Facility Business or the operation of the Facility Assets; (c) in no event will the such Grantor shall notify Collateral Agent within a reasonable period (i) of such Grantor or any of its agents, employees, designees or licensees file filing an application for the registration of any patent or trademark constituting Intellectual Property Collateral with the United States Patent and Trademark Office or (ii) of such Grantor receiving, as owner or exclusive licensee, a copyright registration constituting Intellectual Property Collateral with the United States Copyright Office, and upon request of the Collateral Agent, promptly execute and deliver the Trademark Security Agreement and other documents as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property Collateral; (d) except as permitted under clause (a) and (b) above, such Grantor shall take all reasonable steps, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or Office, to maintain and pursue any similar office or agency in any other country or any political subdivision thereof, unless it promptly informs application (and to obtain the Secured Partyrelevant registration) filed with respect to, and upon request of to maintain any registration of, the Secured Party (subject to the terms of the Credit Agreement), executes and delivers all agreements, instruments and documents as the Secured Party may request to evidence the Secured Party’s security interest in 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; and (de) Within 30 days from the end of each Fiscal Quarter the such Grantor will shall promptly, but within sixty (60) days, after it obtains an ownership interest in any patent or trademark constituting Intellectual Property Collateral, execute and deliver to the Secured Party (as applicable) a Patent Collateral Agent an IP Security Agreement, Trademark Security Agreement and/or Copyright and Grantor shall promptly, but within thirty (30) days, after it obtains an ownership interest or an exclusive license in any copyright constituting Intellectual Property Collateral, execute and deliver to the Collateral Agent an IP Security Agreement, as the and in each case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual Property, and Grantor shall execute and deliver to the Secured Party Collateral Agent any other document reasonably required to acknowledge or register register, record or perfect the Secured PartyCollateral Agent’s interest in any part of such item of Intellectual Property Collateral unless such Grantor shall determine in good faith (with the consent of the Secured Party) using its commercially reasonable business judgment that any such Intellectual Property Collateral is not material and is of negligible economic value to such Grantor.

As to Intellectual Property Collateral. Each Grantor covenants (a) The Borrower shall not, and agrees shall not permit any of its Subsidiaries to, unless the Borrower or such Subsidiary shall reasonably and in good faith determine (and notice of such determination shall have been delivered to comply with the following provisions as such provisions relate to Agent) that any of its Intellectual Property Collateral is not of material economic value to the operations it, do any act, or business of such Grantor: (a) the Grantor shall use commercially reasonable efforts omit to pursue and maintaindo any act, at its own expense, legal protection for all Intellectual Property owned or controlled by the Borrower or whereby any of the Subsidiaries, including (i) initiating proceedings before the United States Patent and Trademark Office, the United States Copyright Office or similar offices or agencies in other countries or political subdivisions thereof, and filing applications for renewal, affidavits of use, affidavits of in contestability and opposition, interference and cancellation proceedings and the paying fees and taxes and (ii) not doing or failing to perform acts whereby such Intellectual Property Collateral may lapse or become abandoned or dedicated to the public, invalid public or unenforceable;. (b) the Grantor The Borrower shall promptly notify the Secured Party 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 unenforceableunenforceable (except for any Intellectual Property Collateral that terminates or expires in accordance with its terms or the term of its original patent), 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 such Grantor’s the ownership of the Borrower or any of its Subsidiaries of any material item of the Intellectual Property Collateral, its Collateral or the Borrower's or such Subsidiary's right to register the same or to keep and maintain and enforce the same;. (c) in In no event will shall the Grantor Borrower or any of its Subsidiaries, or any of their respective agents, employees, designees or licensees 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 Secured PartyAgent, and upon request of the Secured Party (subject to the terms of the Credit Agreement)Agent, executes and delivers any and all agreements, instruments instruments, documents and documents papers as the Secured Party Agent may reasonably request to evidence the Secured Party’s Agent's security interest for the benefit of the Lenders in such Intellectual Property Collateral; andCollateral and the goodwill and general intangibles of the Borrower or such Subsidiary relating thereto or represented thereby. (d) Within 30 days from the end of each Fiscal Quarter the Grantor will execute and deliver to the Secured Party (as applicable) a Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement, as the case may be, in the forms of Exhibit A, Exhibit B and Exhibit C hereto in connection with its obtaining an interest in any such Intellectual PropertyThe Borrower shall take, and shall execute and deliver cause its Subsidiaries to the Secured Party any other document take, all reasonably required to acknowledge or register or perfect the Secured Party’s interest necessary steps, including in any part of such proceeding before the United States Patent and Trademark Office or the United States Copyright Office, 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 unless such Grantor shall determine in good faith (with other than any common law intellectual property that cannot be so registered), including the consent filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings and the Secured Partypayment of fees and taxes (except to the extent that dedication, abandonment or invalidation is permitted under the foregoing CLAUSES (A), (B) that any Intellectual Property Collateral is of negligible economic value to such Grantorand (C)).