Common use of Covenants Regarding Intellectual Property Collateral Clause in Contracts

Covenants Regarding Intellectual Property Collateral. Except as not prohibited by the Credit Agreement: (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is owned by such Pledgor and is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each Trademark that is owned by such Pledgor and is material to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use (other than by expiration as permitted by the Credit Agreement) and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor shall notify the Collateral Agent within forty-five (45) days (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may reasonably agree) if it knows that any Registered U.S. IP that is material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Registered U.S. IP or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis in accordance with the Credit Agreement of any Registered U.S. IP filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent (acting on the instructions of the Required Lenders), execute and deliver the Notice of Grant of Security Interest in Intellectual Property substantially in the form attached hereto as Exhibit II and any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Registered U.S. IP and the perfection thereof, provided that the provisions hereof shall automatically apply to any such Registered U.S. IP and any such Registered U.S. IP shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States of America or Canada for the purpose of perfecting the Collateral Agent’s security interest in the Intellectual Property Collateral of such Pledgor. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Registered U.S. IP (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor becomes aware that any Intellectual Property Collateral material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall notify the Collateral Agent within forty-five (45) days of becoming aware thereof (or such longer period as the Collateral Agent (acting on the instructions of the Required Lenders) may reasonably agree) and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent (acting on the instructions of the Required Lenders), each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each material IP License to which such Pledgor is party to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval. (h) Notwithstanding the foregoing provisions of this Section 3.05, nothing in this Section 3.05 shall prevent any Pledgor from abandoning or discontinuing the use or maintenance of any of its Intellectual Property if such Pledgor has determined in good faith in its reasonable business judgment to do so and such abandonment or discontinuation is in compliance with the Credit Agreement. (i) Such Pledgor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Effective Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement.

Covenants Regarding Intellectual Property Collateral. Except as not prohibited by the Credit Agreement: (a) Each Pledgor agrees that it U.S. Grantor will not knowingly do any act be required to register (or omit to do any act (and will exercise take other commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any actactions with respect to) whereby any Patent that is Security Interests in Intellectual Property owned by such Pledgor U.S. Grantor and required to be pledged hereunder solely in the United States, provided, however, that, with respect to Intellectual Property owned by any U.S. Grantor that is material to the normal conduct Loan Parties taken as a whole, to the extent the registration of a Security Interest in (or the taking of any other commercially reasonable actions with respect to) such Intellectual Property in any other jurisdiction is necessary to ensure that the Secured Parties would be able to realize upon the value of the relevant Intellectual Property in the event of an enforcement action hereunder, such U.S. Grantor shall be required to register such Security Interest or take such other actions in such other jurisdiction (provided that such jurisdiction is a jurisdiction in which one or more Loan Parties are organized at such time) as the Collateral Agent (acting at the written direction of the Applicable Authorized Representative) may reasonably request, taking into account the cost to the Loan Parties of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated registration in relation to the publicbenefit accruing to the Secured Parties, it being understood that on the Closing Date no U.S. Grantor shall be required to register or take such other actions with respect to any of its Intellectual Property outside of the United States. (b) Each Pledgor U.S. Grantor agrees that it will not, and will use commercially reasonable efforts not to permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that is material to the conduct of such U.S. Grantor’s business may become invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent to xxxx such products with the relevant patent number to the extent it determines necessary and sufficient using commercially reasonable business judgment to establish and preserve its maximum rights under applicable patent laws. (c) Each U.S. Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees, for each Trademark material to the conduct of such U.S. Grantor’s business, to (i) maintain such Trademark in full force, free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent it determines necessary and sufficient to establish and preserve its rights under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (d) Each U.S. Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each Trademark that is owned work covered by such Pledgor and is a Copyright material to the normal conduct of such PledgorU.S. Grantor’s businessbusiness that it publishes, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-displays and distributes, use (other than by expiration appropriate copyright notice as permitted by the Credit Agreement) necessary and (ii) maintain the quality of products sufficient to establish and services offered preserve its rights under such Trademark in a manner consistent with the operation of such Pledgor’s businessapplicable copyright laws. (ce) Each Pledgor U.S. Grantor shall notify the Collateral Agent within forty-five (45) days (or such longer period as and the Administrative Agent (acting on the instructions of the Required Lenders) may reasonably agree) Applicable Authorized Representative promptly if it knows that any Registered U.S. IP that is Patent, Trademark or Copyright material to the normal conduct of such PledgorU.S. Grantor’s business may imminently is reasonably likely to become abandoned, lapsed lost or dedicated to the publicpublic other than by expiration, or of any materially adverse determination or developmentdevelopment (including the institution of, excluding non-final office actions in the ordinary course of or any such Pledgor’s business and similar determinations determination or developments development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, Office or any court or any similar office of any country, ) regarding such PledgorU.S. Grantor’s ownership of any such material Registered U.S. IP Patent, Trademark or Copyright or its right to register register, keep or to maintain the same. (df) Each Pledgor, either by itself or through any agent, employee, licensee or designee, U.S. Grantor shall (i) inform the Collateral Agent on an and the Applicable Authorized Representative, each year, at or prior to the time of delivery of annual basis financial statements with respect to the preceding fiscal year pursuant to Section 5.04(a) of the Credit Agreement, of each material Patent acquired in accordance its own name with the Credit Agreement United States Patent and Trademark Office or any similar office in any other country, each registration of any Registered U.S. IP filed by material Trademark with the United States Patent and Trademark Office or on behalf of, any similar office in any other country and each registration of any material Copyright with the United States Copyright Office or issued to, or any similar office in any other country acquired by, any Pledgor in its own name during the preceding twelve-month period, calendar year and (ii) upon the reasonable request of the Collateral Agent (acting on at the instructions written direction of the Required LendersApplicable Authorized Representative), execute and deliver the Notice of Grant of Security Interest in Intellectual Property substantially in the form attached hereto as Exhibit II and any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Registered U.S. IP and the perfection thereof, provided that the provisions hereof shall automatically apply to any such Registered U.S. IP and any such Registered U.S. IP shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States of America or Canada for the purpose of perfecting the Collateral Agent’s security interest in such Patent, Trademark or Copyright. Each U.S. Grantor hereby appoints the Intellectual Property Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such Pledgorattorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (eg) Each Pledgor U.S. Grantor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office or any similar office in any other country with respect to maintaining and pursuing each material application relating to any Registered U.S. IP Patent, Trademark or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such PledgorU.S. Grantor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright Copyright, in each case, that is material to the normal conduct of such PledgorU.S. Grantor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor U.S. Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fh) In the event that any Pledgor becomes aware U.S. Grantor knows or has reason to believe that any Intellectual Property Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially or is about to be infringed, misappropriated or diluted by a third partyPerson, such Pledgor U.S. Grantor promptly shall notify the Collateral Agent within forty-five (45) days of becoming aware thereof (or such longer period as and the Collateral Agent (acting on the instructions of the Required Lenders) may reasonably agree) Applicable Authorized Representative and shall, if consistent with good business judgment, promptly contact such Pledgor deems it third Person, and if necessary or advisable in its such Grantor’s reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damagesdamages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent (acting on the instructions of the Required Lenders), each Pledgor shall use commercially reasonable efforts circumstances to obtain all requisite consents or approvals from each licensor under each material IP License to which protect such Pledgor is party to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval. (h) Notwithstanding the foregoing provisions of this Section 3.05, nothing in this Section 3.05 shall prevent any Pledgor from abandoning or discontinuing the use or maintenance of any of its Intellectual Property if such Pledgor has determined in good faith in its reasonable business judgment to do so and such abandonment or discontinuation is in compliance with the Credit Agreement. (i) Such Pledgor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Effective Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement.Article 9

Covenants Regarding Intellectual Property Collateral. Except as not prohibited by the Credit Agreement: (a) Each Pledgor Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is owned by such Pledgor and is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor willnot, and will use its commercially reasonable efforts to cause not permit any of its licensees or its sublicensees to, for each Trademark do any act, or omit to do any act, whereby any Patent that is owned by such Pledgor and is material to the normal conduct of such PledgorGrantor’s businessbusiness may become invalidated or dedicated to the public domain, and agrees that it shall continue to mxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) With respect to each material Trademark owned by such Grantor, such Grantor (either itself or through licensees) will take all reasonably necessary steps to (i) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any adjudication claim of abandonment or invalidity for non-use (other than by expiration as permitted by the Credit Agreement) and use, (ii) maintain as in the past the quality of products and services offered under such Trademark in a manner consistent with the operation and take all reasonably necessary steps to ensure that all licensed users of such Pledgor’s businessTrademark maintain as in the past such quality, (iii) not adopt or use any mxxx which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the benefit of the Agents and the Lenders, shall obtain a perfected security interest in such mxxx (if a United States mxxx) pursuant to this Agreement, and (iv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any material respect. (c) Each Pledgor Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as required under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent within forty-five (45) days (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may reasonably agree) immediately if it knows or has reason to know that any Registered U.S. IP that is Patent, Trademark or Copyright material to the normal conduct of such Pledgor’s its business may imminently become abandoned, lapsed cancelled, lost or dedicated to the public, or of any materially material adverse determination or developmentdevelopment (including the institution of, excluding non-final office actions in the ordinary course of or any such Pledgor’s business and similar determinations material determination or developments development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, Office or any court or any similar office of any country, ) regarding such PledgorGrantor’s ownership of any such material Registered U.S. IP Patent, Trademark or Copyright, its right to register the same, or its right to register or to keep and maintain the same. (de) Each PledgorIn the event any Grantor, either by itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, it shall (i) promptly inform the Collateral Agent on an annual basis in accordance with the Credit Agreement of any Registered U.S. IP filed by or on behalf ofAgent, or issued toand, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent (acting on the instructions of the Required Lenders)Agent, execute and deliver the Notice of Grant of Security Interest in Intellectual Property substantially in the form attached hereto as Exhibit II and any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Registered U.S. IP Patent, Trademark or Copyright, and each Grantor hereby appoints the perfection thereof, provided that the provisions hereof shall automatically apply Collateral Agent as its attorney-in-fact to any execute and file such Registered U.S. IP and any such Registered U.S. IP shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States of America or Canada writings for the purpose of perfecting the Collateral Agent’s security interest in the Intellectual Property Collateral foregoing purposes, all acts of such Pledgorattorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (ef) Each Pledgor shall exercise its reasonable business judgment Grantor will take all necessary steps that it deems appropriate under the circumstances and are consistent with its past practice such Grantor’s prior practice, if reasonable, in any proceeding before the United States Patent and Trademark Office or the Office, United States Copyright Office with respect or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintaining maintain and pursuing pursue each material application relating to any Registered U.S. IP the Patents, Trademarks and/or Copyrights (and obtaining to obtain the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent and each registration of the Trademarks and Copyrights that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgorany Grantor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability use and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor becomes aware Grantor has reason to believe that any Article 9 Collateral consisting of any Intellectual Property Collateral material to the normal conduct of its any Grantor’s business has been materially or is about to be infringed, misappropriated misappropriated, diluted, or diluted otherwise violated by a third party, such Pledgor Grantor promptly shall notify the Collateral Agent within forty-five (45) days of becoming aware thereof (or such longer period as the Collateral Agent (acting on the instructions of the Required Lenders) may reasonably agree) and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent (acting on the instructions of the Required Lenders), each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each material IP License to which such Pledgor is party to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval. (h) Notwithstanding the foregoing provisions of this Section 3.05, nothing in this Section 3.05 shall prevent any Pledgor from abandoning or discontinuing the use or maintenance of any of its Intellectual Property if such Pledgor has determined in good faith in its reasonable business judgment to do so and such abandonment or discontinuation is in compliance with the Credit Agreement. (i) Such Pledgor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Effective Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement.Collateral

Covenants Regarding Intellectual Property Collateral. Except as not prohibited by the Credit Agreement: (a) Each Pledgor Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is owned by such Pledgor and is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a Patent that is material to the conduct of such Grantor’s business with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Pledgor Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each Trademark that is owned by such Pledgor and is material to the normal conduct of such PledgorGrantor’s business, (i) maintain such Trademark in full force free from any adjudication claim of abandonment or invalidity for non-use (other than by expiration as permitted by the Credit Agreement) and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights as required under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in a manner consistent with the operation violation of such Pledgor’s businessany third party rights. (c) Each Pledgor Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a Copyright material to the conduct of such Grantor’s business that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent within forty-five (45) days (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may reasonably agree) promptly if it knows or has reason to know that any Registered U.S. IP that is Patent, Trademark or Copyright material to the normal conduct of such PledgorGrantor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or developmentdevelopment (including the institution of, excluding non-final office actions in the ordinary course of or any such Pledgor’s business and similar determinations determination or developments development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, Office or any court or any similar office of any country, ) regarding such PledgorGrantor’s ownership of any such Intellectual Property material Registered U.S. IP to the conduct of its business, its right to register the same, or its right to register or to keep and maintain the same. (de) Each PledgorGrantor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Administrative Agent on an annual basis in accordance of each application by itself, or through any agent, employee, licensee or designee, for any Patent with the Credit Agreement United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any Registered U.S. IP filed by other country or on behalf of, or issued to, or acquired by, any Pledgor political subdivision thereof during the preceding twelve-month period, in each case to the extent such application or registration relates to Intellectual Property material to the normal course of such Grantor’s business and (ii) upon the reasonable request of the Collateral Agent (acting on the instructions of the Required Lenders), execute and deliver the Notice of Grant of Security Interest in Intellectual Property substantially in the form attached hereto as Exhibit II and any and all agreements, instruments, documents and papers necessary or as the Collateral Administrative Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Registered U.S. IP and the perfection thereof, provided that the provisions hereof shall automatically apply to any such Registered U.S. IP and any such Registered U.S. IP shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States of America or Canada for the purpose of perfecting the Collateral Administrative Agent’s security interest in the such Intellectual Property Collateral and each Grantor hereby appoints the Administrative Agent as its attorney in fact to execute and file such writing for the foregoing purposes, all acts of such Pledgorattorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable. (ef) Each Pledgor Grantor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or the Office, United States Copyright Office with respect or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintaining maintain and pursuing pursue each material application relating to any Registered U.S. IP the Intellectual Property (and obtaining to obtain the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent and each registration of the Trademarks and Copyrights that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgorany Grantor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (fg) In the event that any Pledgor becomes aware Grantor knows or has reason to believe that any Intellectual Property Article 9 Collateral consisting of Patent, Trademark or Copyright material to the normal conduct of its any Grantor’s business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor Grantor promptly shall notify the Collateral Administrative Agent within forty-five (45) days of becoming aware thereof (or such longer period as the Collateral Agent (acting on the instructions of the Required Lenders) may reasonably agree) and shall, if such Pledgor the Grantor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, damages and take such other actions as are reasonably appropriate under the circumstances. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent (acting on the instructions of the Required Lenders), each Pledgor Grantor shall use its commercially reasonable efforts to obtain all requisite consents or approvals from by the licensor of each licensor Copyright License, Patent License or Trademark License under each material IP License to which such Pledgor Grantor is party a licensee to effect the assignment of all such PledgorGrantor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Administrative Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approvalits designee. (h) Notwithstanding the foregoing provisions of this Section 3.05, nothing in this Section 3.05 shall prevent any Pledgor from abandoning or discontinuing the use or maintenance of any of its Intellectual Property if such Pledgor has determined in good faith in its reasonable business judgment to do so and such abandonment or discontinuation is in compliance with the Credit Agreement. (i) Such Pledgor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Effective Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement.

Covenants Regarding Intellectual Property Collateral. Except as not prohibited by the Credit Agreement: (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent or Design that is owned by such Pledgor and is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each Trademark that is owned by such Pledgor and is material to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use (other than by expiration as permitted by the Credit Agreement) and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor shall notify the Collateral Agent within forty-five (45) days (or such longer period as the Administrative Agent (acting on the instructions of the Required Lenders) may reasonably agree) if it knows that any Registered U.S. IP that is material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Canadian Intellectual Property Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Registered U.S. IP or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis in accordance with the Credit Agreement of any Registered U.S. IP filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent (acting on the instructions of the Required Lenders), execute and deliver the Notice of Grant of Security Interest in Intellectual Property substantially in the form attached hereto as Exhibit II and any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Registered U.S. IP and the perfection thereof, provided that the provisions hereof shall automatically apply to any such Registered U.S. IP and any such Registered U.S. IP shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action under the laws of any jurisdiction other than the United States of America or Canada for the purpose of perfecting the Collateral Agent’s security interest in the Intellectual Property Collateral of such Pledgor. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Canadian Intellectual Property Office with respect to maintaining and pursuing each application relating to any Registered U.S. IP (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent or Design that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor becomes aware that any Intellectual Property Collateral material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall notify the Collateral Agent within forty-five (45) days of becoming aware thereof (or such longer period as the Collateral Agent (acting on the instructions of the Required Lenders) may reasonably agree) and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent (acting on the instructions of the Required Lenders), each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each material IP License to which such Pledgor is party to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section SECTION 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval. (h) Notwithstanding the foregoing provisions of this Section SECTION 3.05, nothing in this Section SECTION 3.05 shall prevent any Pledgor from abandoning or discontinuing the use or maintenance of any of its Intellectual Property if such Pledgor has determined in good faith in its reasonable business judgment to do so and such abandonment or discontinuation is in compliance with the Credit Agreement. (i) Such Pledgor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Effective Closing Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement.