Common use of As to Intellectual Property Collateral Clause in Contracts

As to Intellectual Property Collateral. (a) With respect to the Registered IP Collateral owned by such Grantor, each such 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 as reasonably agreed to by the Grantors and the Administrative Agent and requested by the Administrative Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Administrative Agent in such Registered IP Collateral with the U.S. Patent and Trademark Office and the U.S. Copyright Office to perfect the security interest hereunder in such Registered IP Collateral, to the extent perfection may be achieved by making such recordings. (b) Each Grantor agrees that, should it obtain an ownership interest in or a license to intellectual property rights of the type included in the definition of any Intellectual Property Collateral that is not on the Effective Date a part of the Intellectual Property Collateral, and that does not constitute an Excluded Asset, and otherwise would be part of the Intellectual Property Collateral if such Grantor had an ownership interest in or license to such item on the Effective Date (“After-Acquired Intellectual Property”) any such After-Acquired Intellectual Property shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect thereto. In addition, such Grantor shall on the date the Company is required to deliver financial statements pursuant to Section 7.01(a) and (b) of the Credit Agreement, execute and deliver to the Administrative Agent an Intellectual Property Security Agreement covering such Registered IP Collateral included within such After-Acquired Intellectual Property to be recorded with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable. (c) Solely for the purpose of enabling the Administrative Agent, during the continuance of an Event of Default to exercise rights and remedies hereunder, and for no other purpose, each Grantor hereby grants to the Administrative Agent a non-exclusive, fully paid-up, royalty-free, worldwide license to use, license or sublicense (solely as permitted by the terms of any applicable license) any of the intellectual property rights now owned or hereafter acquired by such Grantor, wherever the same may be located; provided that, with respect to Trademarks, such Grantor shall have the right to impose such conditions and quality control standards which are consistent with the quality control standards it applies to such Trademarks (and the goods and services provided in connection with such Trademarks) as of the date such licenses are granted, or which are reasonably necessary under applicable law to maintain the validity and enforceability of such Trademarks. During the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to provide the Administrative Agent with access to all physical or tangible media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding anything to the contrary, nothing in this Section 10(c) shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document. Any permitted license or sublicense entered into by the Administrative Agent in accordance herewith for the purpose of exercising the Administrative Agent’s rights hereunder during and in connection with an Event of Default shall be binding upon the Grantors in accordance with the terms thereof notwithstanding any subsequent cure of an Event of Default, provided that such license or sublicense, as applicable, was entered into in accordance with the terms of this Agreement. For the avoidance of doubt, at the time of the release of the Lien as set forth in Section 22, the license granted to the Administrative Agent pursuant to this Section 10(c) shall automatically and immediately terminate. (d) Each Grantor shall not settle or compromise any pending or future litigation or administrative proceeding with respect to any material Intellectual Property Collateral, except as shall be consistent with such Grantor’s reasonable business judgment or otherwise to the extent that such settlement or compromise would not reasonably be expected to have a Material Adverse Effect. (e) Except as permitted by the Credit Agreement or except to the extent any of the following actions would not reasonably be expected to result in a Material Adverse Effect, no Grantor shall abandon or allow to lapse any owned Registered IP Collateral unless such Grantor shall have determined in such Grantor’s reasonable business judgment that the pursuit or maintenance of such owned Registered IP Collateral is no longer desirable in the conduct of such Grantor’s business.

As to Intellectual Property Collateral. (a) With respect to the Registered IP registered Intellectual Property Collateral owned by such Grantor (other than a Holdings Grantor), each such 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 as reasonably agreed to by the Grantors and the Administrative Collateral Agent and requested by the Administrative Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Administrative Collateral Agent in such Registered IP Intellectual Property Collateral with the U.S. Patent and Trademark Office and the U.S. Copyright Office to perfect the security interest hereunder in such Registered IP Intellectual Property Collateral, to the extent perfection may be achieved by making such recordings. (b) Each Grantor (other than the Holdings Grantors) agrees that, should it obtain an ownership interest in or a license to intellectual property rights of the type included in the definition of any Intellectual Property Collateral that is not on the Effective Closing Date a part of the Intellectual Property Collateral, and that does not constitute an Excluded Asset, and otherwise would be part of the Intellectual Property Collateral if such Grantor had an ownership interest in or license to such item on the Effective Closing Date (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect theretothereto (provided that no security interest shall be granted in United States intent to use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein could impair the validity or enforceability, or result in the cancellation, of such intent to use trademark applications under applicable law). In additionWhenever such Grantor files for registration of any Material After-Acquired Intellectual Property with the U.S. Patent and Trademark Office and/or the U.S. Copyright Office, such Grantor shall on give written notice to the date Collateral Agent at the Company is required to deliver time financial statements are delivered or deemed delivered to the Administrative Agent pursuant to Section 7.01(a) and (b) of the Credit AgreementAgreement for the fiscal quarter in which such filing occurs, and, at the reasonable written request of the Collateral Agent, such Grantor shall execute and deliver deliver, or otherwise authenticate, an agreement substantially in the form of Exhibit C hereto or otherwise in form and substance as reasonably agreed to by the Administrative Grantors and the Collateral Agent and requested by the Collateral Agent (an Intellectual Property “IP Security Agreement Supplement”) covering such Registered IP Collateral included within such Material After-Acquired Intellectual Property for recording the security interest granted hereunder to be recorded the Collateral Agent in such Material After-Acquired Intellectual Property with the U.S. Patent and Trademark Office or and/or the U.S. Copyright Office, as applicable. (c) Solely for , to perfect the purpose of enabling the Administrative Agentsecurity interest hereunder in such Material After-Acquired Intellectual Property, during the continuance of an Event of Default to exercise rights and remedies hereunder, and for no other purpose, each Grantor hereby grants to the Administrative Agent a non-exclusive, fully paid-up, royalty-free, worldwide license to use, license or sublicense (solely as permitted by the terms of any applicable license) any of the intellectual property rights now owned or hereafter acquired by such Grantor, wherever the same may be located; provided that, with respect to Trademarks, such Grantor shall have the right to impose such conditions and quality control standards which are consistent with the quality control standards it applies to such Trademarks (and the goods and services provided in connection with such Trademarks) as of the date such licenses are granted, or which are reasonably necessary under applicable law to maintain the validity and enforceability of such Trademarks. During the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to provide the Administrative Agent with access to all physical or tangible media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding anything to the contrary, nothing in this Section 10(c) shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document. Any permitted license or sublicense entered into by the Administrative Agent in accordance herewith for the purpose of exercising the Administrative Agent’s rights hereunder during and in connection with an Event of Default shall be binding upon the Grantors in accordance with the terms thereof notwithstanding any subsequent cure of an Event of Default, provided that such license or sublicense, as applicable, was entered into in accordance with the terms of this Agreement. For the avoidance of doubt, at the time of the release of the Lien as set forth in Section 22, the license granted to the Administrative Agent pursuant to this Section 10(c) shall automatically and immediately terminate. (d) Each Grantor shall not settle or compromise any pending or future litigation or administrative proceeding with respect to any material Intellectual Property Collateral, except as shall be consistent with such Grantor’s reasonable business judgment or otherwise to the extent that perfection may be achieved by making such settlement recordings. “Material After-Acquired Intellectual Property” shall mean After-Acquired Intellectual Property owned by or compromise licensed to a Grantor, the loss or impairment of which would not reasonably be expected to have a Material Adverse Effect. (e) Except as permitted by the Credit Agreement or except to the extent any of the following actions would not reasonably be expected to result in a Material Adverse Effect, no Grantor shall abandon or allow to lapse any owned Registered IP Collateral unless such Grantor shall have determined in such Grantor’s reasonable business judgment that the pursuit or maintenance of such owned Registered IP Collateral is no longer desirable in the conduct of such Grantor’s business.

As to Intellectual Property Collateral. (a) With respect to the Registered IP registered Intellectual Property Collateral owned by such Grantor, each such 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 as reasonably agreed to by the Grantors and the Administrative Collateral Agent and requested by the Administrative Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Administrative Collateral Agent in such Registered IP Intellectual Property Collateral with the U.S. Patent and Trademark Office and the U.S. Copyright Office to perfect the security interest hereunder in such Registered IP Intellectual Property Collateral, to the extent perfection may be achieved by making such recordings. (b) Each Grantor agrees that, should it obtain an ownership interest in or a license to intellectual property rights of the type included in the definition of any Intellectual Property Collateral that is not on the Effective Closing Date a part of the Intellectual Property Collateral, and that does not constitute an Excluded AssetProperty, and otherwise would be part of the Intellectual Property Collateral if such Grantor had an ownership interest in or license to such item on the Effective Closing Date (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect theretothereto (provided that no security interest shall be granted in United States intent to use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein could impair the validity or enforceability, or result in the cancellation, of such intent to use trademark applications under applicable law). In additionWhenever such Grantor files for registration of any Material After-Acquired Intellectual Property with the U.S. Patent and Trademark Office and/or the U.S. Copyright Office, such Grantor shall on give written notice to the date Collateral Agent at the Company is required to deliver time financial statements are delivered or deemed delivered to the Administrative Agent pursuant to Section 7.01(a) and (b) of the Credit Agreement, execute and deliver to the Administrative Agent an Intellectual Property Security Agreement covering such Registered IP Collateral included within such After-Acquired Intellectual Property to be recorded with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable. (c) Solely for the purpose of enabling fiscal quarter in which such filing occurs, and, at the Administrative Agent, during the continuance of an Event of Default to exercise rights and remedies hereunder, and for no other purpose, each Grantor hereby grants to the Administrative Agent a non-exclusive, fully paid-up, royalty-free, worldwide license to use, license or sublicense (solely as permitted by the terms of any applicable license) any reasonable written request of the intellectual property rights now owned or hereafter acquired by such Grantor, wherever the same may be located; provided that, with respect to TrademarksCollateral Agent, such Grantor shall have the right to impose such conditions execute and quality control standards which are consistent with the quality control standards it applies to such Trademarks (and the goods and services provided in connection with such Trademarks) as of the date such licenses are granteddeliver, or which are reasonably necessary under applicable law to maintain the validity and enforceability of such Trademarks. During the continuance of otherwise authenticate, an Event of Default, each Grantor shall use its commercially reasonable efforts to provide the Administrative Agent with access to all physical or tangible media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding anything to the contrary, nothing in this Section 10(c) shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document. Any permitted license or sublicense entered into by the Administrative Agent in accordance herewith for the purpose of exercising the Administrative Agent’s rights hereunder during and in connection with an Event of Default shall be binding upon the Grantors in accordance with the terms thereof notwithstanding any subsequent cure of an Event of Default, provided that such license or sublicense, as applicable, was entered into in accordance with the terms of this Agreement. For the avoidance of doubt, at the time of the release of the Lien as set forth in Section 22, the license granted to the Administrative Agent pursuant to this Section 10(c) shall automatically and immediately terminate. (d) Each Grantor shall not settle or compromise any pending or future litigation or administrative proceeding with respect to any material Intellectual Property Collateral, except as shall be consistent with such Grantor’s reasonable business judgment or otherwise to the extent that such settlement or compromise would not reasonably be expected to have a Material Adverse Effect. (e) Except as permitted by the Credit Agreement or except to the extent any of the following actions would not reasonably be expected to result in a Material Adverse Effect, no Grantor shall abandon or allow to lapse any owned Registered IP Collateral unless such Grantor shall have determined in such Grantor’s reasonable business judgment that the pursuit or maintenance of such owned Registered IP Collateral is no longer desirable in the conduct of such Grantor’s business.agreement substantially

As to Intellectual Property Collateral. (a) With respect to the Registered IP registered Intellectual Property Collateral owned by such Grantor (other than a Holdings Grantor), each such 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 as reasonably agreed to by the Grantors and the Administrative Collateral Agent and requested by the Administrative Collateral Agent (an ““ Intellectual Property Security AgreementAgreement ”), for recording the security interest granted hereunder to the Administrative Collateral Agent in such Registered IP Intellectual Property Collateral with the U.S. Patent and Trademark Office and the U.S. Copyright Office to perfect the security interest hereunder in such Registered IP Intellectual Property Collateral, to the extent perfection may be achieved by making such recordings. (b) Each Grantor (other than the Holdings Grantors) agrees that, should it obtain an ownership interest in or a license to intellectual property rights of the type included in the definition of any Intellectual Property Collateral that is not on the Effective Closing Date a part of the Intellectual Property Collateral, and that does not constitute an Excluded Asset, and otherwise would be part of the Intellectual Property Collateral if such Grantor had an ownership interest in or license to such item on the Effective Closing Date (““ After-Acquired Intellectual PropertyProperty ”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect theretothereto (provided that no security interest shall be granted in United States intent to use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein could impair the validity or enforceability, or result in the cancellation, of such intent to use trademark applications under applicable law). In additionWhenever such Grantor files for registration of any Material After-Acquired Intellectual Property with the U.S. Patent and Trademark Office and/or the U.S. Copyright Office, such Grantor shall on give written notice to the date Collateral Agent at the Company is required to deliver time financial statements are delivered or deemed delivered to the Administrative Agent pursuant to Section 7.01(a) and (b) of the Credit AgreementAgreement for the fiscal quarter in which such filing occurs, and, at the reasonable written request of the Collateral Agent, such Grantor shall execute and deliver deliver, or otherwise authenticate, an agreement substantially in the form of Exhibit C hereto or otherwise in form and substance as reasonably agreed to by the Administrative Grantors and the Collateral Agent and requested by the Collateral Agent (an Intellectual Property “ IP Security Agreement Supplement ”) covering such Registered IP Collateral included within such Material After-Acquired Intellectual Property for recording the security interest granted hereunder to be recorded the Collateral Agent in such Material After-Acquired Intellectual Property with the U.S. Patent and Trademark Office or and/or the U.S. Copyright Office, as applicable. (c) Solely for , to perfect the purpose of enabling the Administrative Agentsecurity interest hereunder in such Material After-Acquired Intellectual Property, during the continuance of an Event of Default to exercise rights and remedies hereunder, and for no other purpose, each Grantor hereby grants to the Administrative Agent a non-exclusive, fully paid-up, royalty-free, worldwide license to use, license or sublicense (solely as permitted by the terms of any applicable license) any of the intellectual property rights now owned or hereafter acquired by such Grantor, wherever the same may be located; provided that, with respect to Trademarks, such Grantor shall have the right to impose such conditions and quality control standards which are consistent with the quality control standards it applies to such Trademarks (and the goods and services provided in connection with such Trademarks) as of the date such licenses are granted, or which are reasonably necessary under applicable law to maintain the validity and enforceability of such Trademarks. During the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to provide the Administrative Agent with access to all physical or tangible media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding anything to the contrary, nothing in this Section 10(c) shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document. Any permitted license or sublicense entered into by the Administrative Agent in accordance herewith for the purpose of exercising the Administrative Agent’s rights hereunder during and in connection with an Event of Default shall be binding upon the Grantors in accordance with the terms thereof notwithstanding any subsequent cure of an Event of Default, provided that such license or sublicense, as applicable, was entered into in accordance with the terms of this Agreement. For the avoidance of doubt, at the time of the release of the Lien as set forth in Section 22, the license granted to the Administrative Agent pursuant to this Section 10(c) shall automatically and immediately terminate. (d) Each Grantor shall not settle or compromise any pending or future litigation or administrative proceeding with respect to any material Intellectual Property Collateral, except as shall be consistent with such Grantor’s reasonable business judgment or otherwise to the extent that perfection may be achieved by making such settlement recordings. “ Material After-Acquired Intellectual Property ” shall mean After-Acquired Intellectual Property owned by or compromise licensed to a Grantor, the loss or impairment of which would not reasonably be expected to have a Material Adverse Effect. (e) Except as permitted by the Credit Agreement or except to the extent any of the following actions would not reasonably be expected to result in a Material Adverse Effect, no Grantor shall abandon or allow to lapse any owned Registered IP Collateral unless such Grantor shall have determined in such Grantor’s reasonable business judgment that the pursuit or maintenance of such owned Registered IP Collateral is no longer desirable in the conduct of such Grantor’s business.

As to Intellectual Property Collateral. (a) With respect to the Registered IP registered Intellectual Property Collateral owned by such Grantor, each such 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 as reasonably agreed to by the Grantors and the Administrative Collateral Agent and requested by the Administrative Collateral Agent (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Administrative Collateral Agent in such Registered IP Intellectual Property Collateral with the U.S. Patent and Trademark Office and the U.S. Copyright Office to perfect the security interest hereunder in such Registered IP Intellectual Property Collateral, to the extent perfection may be achieved by making such recordings. (b) Each Grantor agrees that, should it obtain an ownership interest in or a license to intellectual property rights of the type included in the definition of any Intellectual Property Collateral that is not on the Effective Closing Date a part of the Intellectual Property Collateral, and that does not constitute an Excluded AssetProperty, and otherwise would be part of the Intellectual Property Collateral if such Grantor had an ownership interest in or license to such item on the Effective Closing Date (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral, subject to the terms and conditions of this Agreement with respect theretothereto (provided that no security interest shall be granted in United States intent to use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein could impair the validity or enforceability, or result in the cancellation, of such intent to use trademark applications under applicable law). In additionWhenever such Grantor files for registration of any Material After-Acquired Intellectual Property with the U.S. Patent and Trademark Office and/or the U.S. Copyright Office, such Grantor shall on give written notice to the date Collateral Agent at the time financial statements of the Company is required are delivered to deliver financial statements the Administrative Agent pursuant to Section 7.01(a) and (b) of the Credit AgreementAgreement for the fiscal quarter in which such filing occurs, and, at the reasonable written request of the Collateral Agent, such Grantor shall execute and deliver deliver, or otherwise authenticate, an agreement substantially in the form of Exhibit C hereto or otherwise in form and substance as reasonably agreed to by the Administrative Grantors and the Collateral Agent and requested by the Collateral Agent (an Intellectual Property “IP Security Agreement Supplement”) covering such Registered IP Collateral included within such Material After-Acquired Intellectual Property for recording the security interest granted hereunder to be recorded the Collateral Agent in such Material After-Acquired Intellectual Property with the U.S. Patent and Trademark Office or and/or the U.S. Copyright Office, as applicable. (c) Solely for , to perfect the purpose of enabling the Administrative Agentsecurity interest hereunder in such Material After-Acquired Intellectual Property, during the continuance of an Event of Default to exercise rights and remedies hereunder, and for no other purpose, each Grantor hereby grants to the Administrative Agent a non-exclusive, fully paid-up, royalty-free, worldwide license to use, license or sublicense (solely as permitted by the terms of any applicable license) any of the intellectual property rights now owned or hereafter acquired by such Grantor, wherever the same may be located; provided that, with respect to Trademarks, such Grantor shall have the right to impose such conditions and quality control standards which are consistent with the quality control standards it applies to such Trademarks (and the goods and services provided in connection with such Trademarks) as of the date such licenses are granted, or which are reasonably necessary under applicable law to maintain the validity and enforceability of such Trademarks. During the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to provide the Administrative Agent with access to all physical or tangible media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding anything to the contrary, nothing in this Section 10(c) shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document. Any permitted license or sublicense entered into by the Administrative Agent in accordance herewith for the purpose of exercising the Administrative Agent’s rights hereunder during and in connection with an Event of Default shall be binding upon the Grantors in accordance with the terms thereof notwithstanding any subsequent cure of an Event of Default, provided that such license or sublicense, as applicable, was entered into in accordance with the terms of this Agreement. For the avoidance of doubt, at the time of the release of the Lien as set forth in Section 22, the license granted to the Administrative Agent pursuant to this Section 10(c) shall automatically and immediately terminate. (d) Each Grantor shall not settle or compromise any pending or future litigation or administrative proceeding with respect to any material Intellectual Property Collateral, except as shall be consistent with such Grantor’s reasonable business judgment or otherwise to the extent that perfection may be achieved by making such settlement or compromise would not reasonably be expected to have a recordings. “Material Adverse Effect. (e) Except as permitted by the Credit Agreement or except to the extent any of the following actions would not reasonably be expected to result in a Material Adverse Effect, no Grantor shall abandon or allow to lapse any owned Registered IP Collateral unless such Grantor shall have determined in such Grantor’s reasonable business judgment that the pursuit or maintenance of such owned Registered IP Collateral is no longer desirable in the conduct of such Grantor’s business.After-Acquired Intellectual

As to Intellectual Property Collateral. (a) With respect to each item of its Registered Intellectual Property Collateral owned by a Grantor, except as otherwise provided in the Term Loan Credit Agreement, each Grantor agrees to take, at its expense, commercially reasonable steps in the United States, including, without limitation, in the United States Patent and Trademark Office, the United States Copyright Office and any other domestic governmental authority, as applicable, to (i) maintain the validity and enforceability of such Registered IP Intellectual Property Collateral and maintain such Registered Intellectual Property Collateral in full force and effect, and (ii) pursue the registration (to the extent registrable) and maintenance of each application and registration for any Patent, Trademark or Copyright owned by such Grantor, now or hereafter included in such Registered Intellectual Property Collateral, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office and any other domestic governmental authority, as applicable, the filing of applications for renewal or extension, the filing (b) Except where permitted by the Loan Documents, each Grantor shall use proper statutory notice in connection with its use of owned Intellectual Property Collateral that is material to the business of the Borrower and its Subsidiaries. Except where permitted by the Loan Documents, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its owned Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (c) [Reserved.] (d) With respect to Registered Intellectual Property Collateral owned by each Grantor, such 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 as reasonably agreed satisfactory to by the Grantors and the Administrative Agent and requested by the Administrative Agent Lender (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Administrative Agent Lender in such Registered IP Intellectual Property Collateral with the U.S. United States Patent and Trademark Office and Office, the U.S. United States Copyright Office or any other domestic governmental authorities necessary to perfect the security interest granted hereunder in such any registered or applied-for United States Registered IP Intellectual Property Collateral, to the extent perfection may be achieved by making such recordingsas applicable. (be) Each Without limiting Section 2, each Grantor agrees that, that should it obtain an ownership interest in or a license to intellectual property rights of the type included in the definition of any Registered Intellectual Property Collateral that is not on not, as of the Effective Date Closing Date, a part of the Intellectual Property Collateral, and that does not constitute an Excluded Asset, and otherwise would be part of the Registered Intellectual Property Collateral if such Grantor had an ownership interest in or license to such item on the Effective Date (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of trademarks, the goodwill symbolized thereby, shall automatically become part of the Registered Intellectual Property Collateral, Collateral subject to the terms and conditions of this Agreement with respect thereto. In additionEach Grantor shall, such Grantor shall on concurrently with the date the Company is required to deliver delivery of financial statements pursuant to under Section 7.01(a6.01(a) and (b) of the Term Loan Credit AgreementAgreement (or such later date as agreed to by the Lender in its reasonable discretion), execute and deliver to the Administrative Agent Lender, or otherwise authenticate, an Intellectual Property agreement substantially in the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Lender (an “IP Security Agreement Supplement”) covering such Registered IP Collateral included within such After-Acquired Intellectual Property to Property, if any, which, at the request of the Lender, shall be recorded with (or which, at the U.S. option of the Grantor, the Lender shall be authorized to record with) the United States Patent and Trademark Office or the U.S. United States Copyright OfficeOffice to perfect the security interest granted hereunder in any registered or applied-for United States After-Acquired Intellectual Property, as applicable. (c) Solely for the purpose of enabling the Administrative Agent, during the continuance of an Event of Default to exercise rights and remedies hereunder, and for no other purpose, each Grantor hereby grants to the Administrative Agent a non-exclusive, fully paid-up, royalty-free, worldwide license to use, license or sublicense (solely as permitted by the terms of any applicable license) any of the intellectual property rights now owned or hereafter acquired by such Grantor, wherever the same may be located; provided that, with respect to Trademarks, such Grantor shall have the right to impose such conditions and quality control standards which are consistent with the quality control standards it applies to such Trademarks (and the goods and services provided in connection with such Trademarks) as of the date such licenses are granted, or which are reasonably necessary under applicable law to maintain the validity and enforceability of such Trademarks. During the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to provide the Administrative Agent with access to all physical or tangible media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. Notwithstanding anything to the contrary, nothing in this Section 10(c) shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document. Any permitted license or sublicense entered into by the Administrative Agent in accordance herewith for the purpose of exercising the Administrative Agent’s rights hereunder during and in connection with an Event of Default shall be binding upon the Grantors in accordance with the terms thereof notwithstanding any subsequent cure of an Event of Default, provided that such license or sublicense, as applicable, was entered into in accordance with the terms of this Agreement. For the avoidance of doubt, at the time of the release of the Lien as set forth in Section 22, the license granted to the Administrative Agent pursuant to this Section 10(c) shall automatically and immediately terminate. (d) Each Grantor shall not settle or compromise any pending or future litigation or administrative proceeding with respect to any material Intellectual Property Collateral, except as shall be consistent with such Grantor’s reasonable business judgment or otherwise to the extent that such settlement or compromise would not reasonably be expected to have a Material Adverse Effect. (e) Except as permitted by the Credit Agreement or except to the extent any of the following actions would not reasonably be expected to result in a Material Adverse Effect, no Grantor shall abandon or allow to lapse any owned Registered IP Collateral unless such Grantor shall have determined in such Grantor’s reasonable business judgment that the pursuit or maintenance of such owned Registered IP Collateral is no longer desirable in the conduct of such Grantor’s business.