Common use of Covenants Regarding Patent, Trademark and Copyright Collateral Clause in Contracts

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Except to the extent failure so to act could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (a) or (b) of the definition of such term in the Credit Agreement, with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees that it will not(i) to maintain the validity and enforceability of any registered Intellectual Property (or applications therefor) and to maintain such registrations and applications of Intellectual Property in full force and effect and (ii) to pursue the registration and maintenance of each Patent, and will not permit any of its licensees toTrademark or Copyright registration or application, do any act, now or omit to do any act, whereby any Patent that is material to hereafter included in the conduct Intellectual Property of such Grantor’s business may become abandoned, invalidated including the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or dedicated to other governmental authorities, the publicfiling of applications for renewal or extension, the filing of affidavits under Sections 8 and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with 15 of the relevant patent number as necessary U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and sufficient to establish renewal applications or extensions, the payment of maintenance fees and preserve its maximum rights under applicable patent lawsthe participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. (b) Except as could not reasonably be expected to result in have a Material Adverse Effect, each Grantor Effect of the type referred to in clause (either itself a) or through its licensees or its sublicensees(b) will, for each Trademark material to of the conduct definition of such Grantor’s businessterm in the Credit Agreement, (i) maintain such Trademark in full force free from no Grantor shall do or permit any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use act or knowingly permit omit to do any act whereby any of its Intellectual Property may lapse, be terminated, or become invalid or unenforceable or placed in the use public domain (or in case of such Trademark in violation of any third party rightsa trade secret, lose its competitive value). (c) Each Except where failure to do so could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (a) or (b) of the definition of such term in the Credit Agreement, each Grantor (either itself shall take all steps to preserve and protect each item of its Intellectual Property, including maintaining the quality of any and all products or through its licensees services used or sublicensees) willprovided in connection with any of the Trademarks, for each work covered consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by a Copyright material the applicable license’s terms with respect to the conduct standards of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawsquality. (d) Each Grantor 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 notify automatically apply thereto and (ii) any such Intellectual Property and, in the Collateral Agent promptly if it knows or has reason to know that any Patentcase of Trademarks, Trademark or Copyright material the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the conduct terms and conditions of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the samethis Agreement . (e) Except as could not reasonably be expected Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to result in a Material Adverse Effectpursue or otherwise allowing to lapse, no Grantor shall, either itself terminate or through put into the public domain any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating Intellectual Property to the Patents, Trademarks and/or Copyrights (and to obtain extent permitted by the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is material to desirable in the conduct of any Grantor’s its business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit take any of its licensees to, do any act, action or omit to do take any act, action (and will exercise commercially reasonable efforts to prevent its licensees from taking any action or omitting to take any action) whereby any Patent that is material to the conduct of such Grantor’s the business of the Borrower and the Subsidiaries may become abandoned, invalidated or dedicated to the publicpublic (except as a result of expiration of such Patent at the end of its statutory term), and agrees that it shall use commercially reasonable efforts to in its prudent business judgment continue to xxxx any products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, the business of the Borrower and the Subsidiaries (i) maintain such Trademark in full force force, free from any valid claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) to display such Trademark Trademark, if registered, with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law Requirement of Law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessthe business of the Borrower and the Subsidiaries, use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Administrative Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its the business of the Borrower and the Subsidiaries may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the its current practice (i) in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States of America or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) that is in such Grantor’s business judgment, material to the conduct of the business of the Borrower and its Restricted Subsidiaries and (ii) to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (gf) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Credit Agreement: (a1) Each Grantor agrees that it will not, and will not permit any of its licensees to, knowingly do any act, act or omit to do any act (and will exercise commercially reasonable efforts to contractually prohibit its licensees from doing any act or omitting to do any act, ) whereby any material Patent owned by such Grantor that is material necessary to the normal conduct of such Grantor’s business may become prematurely invalidated, abandoned, invalidated lapsed or dedicated to the public, and agrees that it shall use will take commercially reasonable efforts steps with respect to continue to xxxx any material products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b2) Except as could not reasonably be expected Each Grantor will, and will use its commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through contractually require its licensees or and its sublicensees) willsublicensees to, for each material Trademark material owned by such Grantor and necessary to the normal conduct of such Grantor’s business, : (ia) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, ; (iib) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, ; (iiic) display such Trademark with notice of Federal federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights or claim of trademark or service xxxx as required under applicable law and law; and (ivd) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c3) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willand its sublicensees to, for each work covered by a material Copyright material owned by such Grantor and necessary to the normal conduct of such Grantor’s businessbusiness and that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with appropriate use a copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d4) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any material Patent, Trademark or Copyright material owned by such Grantor and necessary to the normal conduct of its such Grantor’s business may imminently become abandoned, lost lapsed or dedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) , regarding such Grantor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same, or its right to keep and maintain the same. (e5) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallEach Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, andwill, upon the reasonable request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent’s security interest in such each Patent, Trademark Trademark, or Copyright, and Copyright listed in each Grantor hereby appoints updated Perfection Certificate (or in any applicable specified information contained in the Collateral Agent as its attorney-in-fact Perfection Certificate) furnished pursuant to execute and file such writings for Section 5.04(6) of the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocableCredit Agreement. (f6) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are exercise its reasonable business judgment consistent with the practice in any proceeding before the United States Patent and Trademark Office, the 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, with respect to maintain maintaining and pursue pursuing each material application owned by such Grantor relating to the Patentsany material Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) necessary to the normal conduct of such Grantor’s business and to maintain (a) each issued such Patent and (b) the registrations of each registration of the Trademarks such Trademark and Copyrights that is material to the conduct of any each such Copyright, including, when applicable and necessary in such Grantor’s businessreasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g7) In the event that any Grantor knows or has reason to believe know that any Article 9 Collateral consisting of a material Patent, Trademark or Copyright material necessary to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third personparty, such Grantor will promptly shall notify the Collateral Agent and shallwill, if consistent with good such Grantor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances to protect such Article 9circumstances.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, 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 material to the conduct of such Grantor’s business may would become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient in its reasonable judgment to establish and preserve its maximum material rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration (or, if such Trademark is unregistered, display such Trademark with notice as required for unregistered Trademarks) to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in any violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient in its reasonable judgment to establish and preserve its maximum material rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may could reasonably be expected to become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for with respect to any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies informs the Collateral Agent, Agent and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings as are reasonably necessary for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all reasonably necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each registration or application that is material application to the conduct of such Grantor’s business relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondilution (and take any actions required by applicable law prior to instituting such suit), and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not 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 Except as otherwise determined in such Grantor’s reasonable business may become abandonedjudgment, invalidated with respect to registration or dedicated pending application of each item of its Intellectual Property for which such Grantor has standing and ability to the publicdo so, and each Grantor agrees that it shall use to take commercially reasonable efforts to continue (i) maintain the validity and enforceability of any registered Intellectual Property (or applications therefor) and to xxxx maintain such registrations and applications of Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each Patent, Trademark or Copyright registration or application, in each case, except for any products covered by failure to do any of the foregoing that would not reasonably be expected to have a material Patent with Material Adverse Effect. Except as otherwise determined in such Grantor’s reasonable business judgment, each Grantor shall take commercially reasonable steps to defend title to and ownership of its Intellectual Property, except for any failure to do so that would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the relevant patent number as necessary and sufficient foregoing, nothing in this Section 3.05 shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, abandoning, failing to establish and preserve pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the public domain any of its maximum rights under applicable patent lawsregistered or applied for Intellectual Property that is no longer used, useful, or economically practicable to maintain, or if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business. (b) Except as could not reasonably be expected Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Effective Date, should it file an application for the registration or issuance of any Intellectual Property after the Effective Date, and should it file with and have accepted by the United States Patent and Trademark Office a “Statement of Use” or an “Amendment to result in a Material Adverse EffectAllege Use” with respect to any “intent-to-use” Trademark application owned by it after the Effective Date, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material subject to the conduct of such Grantor’s businessimmediately succeeding sentence, (i) maintain such Trademark in full force free from any claim the provisions of abandonment or invalidity for non-use, this Agreement shall automatically apply thereto and (ii) use commercially reasonable efforts any such Intellectual Property shall automatically become subject to maintain the quality terms and conditions of products and services offered under such Trademarkthis Agreement, (iii) display such Trademark with notice of Federal or foreign registration except to the extent necessary and sufficient to establish and preserve its maximum rights such Intellectual Property is obtained under applicable law and (iv) not knowingly use a license or knowingly permit the use of such Trademark in violation of any sublicense from a third party rightsunder which a security interest would not be permitted. For the avoidance of doubt, a security interest shall not be granted in any Intellectual Property that constitutes an Excluded Asset. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application shall (i) whenever a certificate is delivered or required to be delivered pursuant to Section 5.03(b) of the Credit Agreement, deliver to the Collateral Agent a schedule setting forth all of such Grantor’s Patents, Trademarks and Copyrights, as applicable, that are issued by, registered in, or applied for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with in the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Copyright Trademark Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereofCopyright Office (including, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposesavoidance of doubt, all acts “intent-to-use” Trademark applications for which a “Statement of such attorney being hereby ratified Use” or an “Amendment to Allege Use” has been filed with and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before accepted by the United States Patent and Trademark Office) and that are not listed on Schedule III hereto or on a schedule previously provided to the Collateral Agent pursuant to this Section 3.05(c) and (ii) within a reasonable time following the request of the Collateral Agent, United States Copyright Office or any office or agency and in any political subdivision event on or prior to the next Quarterly Update Date following such request of the United States Collateral Agent (or such later date which the Collateral Agent may agree to in any other country its reasonable discretion), execute and deliver a Patent Security Agreement, Trademark Security Agreement or any political subdivision thereofCopyright Security Agreement, to maintain and pursue each material application relating to the as applicable, in respect of such Patents, Trademarks and/or Copyrights Copyrights; provided, that this clause (and ii) shall not apply to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third partiesIntellectual Property constituting Excluded Assets. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s 's business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx xxxx, to the extent permitted by existing technology, any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent lawslaws pursuant to which each such Patent is issued. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such TrademarkTrademark sufficient to preclude any findings of abandonment, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law pursuant to which each such Trademark is issued and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawslaws pursuant to which each such Copyright is issued. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any such Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies thereafter informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as are necessary or as the Collateral Agent may request to evidence and perfect the Security Interest Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit take any of its licensees to, do any act, action or omit to do take any act, action (and will exercise commercially reasonable efforts to prevent its licensees from taking any action or omitting to take any action) whereby any Patent that owned by such Grantor and material to the conduct of the business of Intermediate Holdings, the Borrower and the Subsidiary Loan Parties may become invalidated or dedicated to the public (except (i) as a result of expiration of such Patent at the end of its statutory term, (ii) to the extent permitted herein or in the Credit Agreement or (iii) as would not, as deemed by a Grantor in its reasonable business judgment and substantially consistent with past practice, reasonably be expected to have a material adverse effect on the business of the Grantors). (b) Other than to the extent permitted herein or in the Credit Agreement, or except as would not, as deemed by a Grantor in its reasonable business judgment and substantially consistent with past practice, reasonably be expected to have a material adverse effect on the business of the Grantors, each Grantor will, for each Trademark owned by any Loan Party which is material to the conduct of such Grantor’s the business may become abandonedof Intermediate Holdings, invalidated or dedicated to the public, Borrower and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s businessSubsidiary Loan Parties, (i) maintain such Trademark in full force free from any claim the level of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such TrademarkTrademark at a level at least substantially consistent with the quality of such products and services as of the date hereof and take reasonable steps necessary to insure that licensees of such Trademarks use such consistent standards of quality with respect to the same products and services, (iiiii) display such Trademark Trademark, if registered, with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and law, (iviii) not knowingly use or knowingly permit the use of such Trademark in violation of any trademark, patent, copyright, trade secret or other intellectual property right owned or controlled by a third party rightsand (iv) not adopt or use any other xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such other xxxx pursuant to this Agreement and any applicable filings. (c) Each Other than to the extent permitted herein or in the Credit Agreement, or except as would not, as deemed by a Grantor (either itself or through in its licensees or sublicensees) reasonable business judgment and substantially consistent with past practice, reasonably be expected to have a material adverse effect on the business of the Grantors, each Grantor will, for each work covered by a Copyright owned by any Loan Party which is material to the conduct of such Grantor’s businessthe business of Intermediate Holdings, continue the Borrower and the Subsidiaries (if any), use commercially reasonable efforts to publish, reproduce, display, adopt and distribute the work with use appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawslaws as part of its commercial publishing, reproduction, display and distribution thereof. (d) Each Grantor shall promptly notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright listed on Schedule III that is material to the conduct of its the business of Intermediate Holdings, the Borrower and the Subsidiary Loan Parties may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including as part of the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except Other than to the extent permitted herein or in the Credit Agreement, or with respect to registrations and applications that would not, as could not deemed by a Grantor in its reasonable business judgment and substantially consistent with past practice, reasonably be expected to result in have a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for material adverse effect on the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Copyright Office or any office or agency in any political subdivision business of the United States or in any other country or any political subdivision thereof, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse EffectGrantors, each Grantor will take all necessary reasonable steps that are consistent with the its current practice (i) in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States of America or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights owned by such Grantor and material to the conduct of its business (and to obtain the relevant grant or registration) and (ii) to maintain each issued Patent owned by such Grantor and each registration of the Trademarks and Copyrights owned by such Grantor, in each case, that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (gf) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright Owned Intellectual Property material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty in a material respect, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgmentjudgment and upon becoming aware of the same, promptly xxx for take reasonable actions to stop such infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 99 Collateral, including, but not limited to, the initiation of a suit for injunctive relief and to recover damages, as appropriate. (g) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall, upon request of the Collateral Agent, use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License under which such Grantor is a licensee to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, 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 material to the conduct of such Grantor’s 's business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use continue to the extent commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through its licensees or its sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s 's business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know actual knowledge that any Patent, Trademark or Copyright material to the conduct of its such Grantor's business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, same or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (Patent or for the registration of any Trademark or Copyright) Copyright with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx the 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, unless it promptly notifies informs the Collateral AgentAgent thereof, and, upon the request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, the 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, thereof to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any such Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a material Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor shall promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor Guarantor agrees that it will not, and will not permit any of its licensees to, knowingly do any act, act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from knowingly doing any act or knowingly omitting to do any act, ) whereby any Patent that is material to the normal conduct of such Grantor’s Guarantor's business may become abandoned, prematurely invalidated or dedicated to the public, and agrees that it shall use take commercially reasonable efforts steps with respect to continue to xxxx any material products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected Each Guarantor will, and will use its commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through cause its licensees or its sublicensees) willsublicensees to, for each owned Trademark material necessary to the normal conduct of such Grantor’s Guarantor's business, (i) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such TrademarkTrademark on all material respects, (iii) display such Trademark with notice of Federal federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit the its licensees' use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through Guarantor will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a material Copyright material necessary to the normal conduct of such Grantor’s businessGuarantor's business that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with appropriate use copyright notice as necessary and sufficient to establish and preserve its maximum rights required under applicable copyright laws. (d) Each Grantor Guarantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the normal conduct of its such Guarantor's business may imminently become abandoned, lost or dedicated to the public, or of any materially adverse determination or development development, (including the institution of, excluding office actions and similar determinations or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) ), regarding such Grantor’s Guarantor's ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallEach Guarantor, either itself or through any agent, employee, licensee or designee, file an shall (i) inform the Collateral Agent on a semi-annual basis of each application by itself, or through any agent, employee, licensee or designee, for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) Patent with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, Xxxxxx Xxxxxx the United States Copyright Office or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereoffiled during the preceding six-month period, unless it promptly notifies and (ii) upon the Collateral Agent, and, upon reasonable request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice Each Guarantor shall exercise its reasonable business judgment in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the normal conduct of such Guarantor's business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright, in each case that is material to the normal conduct of any Grantor’s such Guarantor's business, including including, when applicable and necessary in such Guarantor's reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good any Guarantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. In each case unless otherwise decided by such Grantor in its reasonable business judgment or such Collateral is not material to the business of such Grantor: (a) Each Grantor agrees that it will not, and will not 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as to the extent necessary and sufficient to establish and preserve its maximum rights under applicable patent laws, to the extent required by applicable law. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law, to the extent required by applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as to the extent necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws, to the extent required by applicable law. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may has or is likely to become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallIf any Grantor, either itself or through any agent, employee, licensee or designee, file files an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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 thereofStates, unless it promptly notifies the Grantor shall so notify the Collateral Agent, and, upon request of the Collateral Agent, executes shall execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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 thereofStates, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions actions, if consistent with good business judgment, as are reasonably appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could permitted by the Credit Agreement or as would not reasonably be expected to result in a Material Adverse Effect, each : (1) Each Grantor agrees that it will not knowingly do any act or omit to do any act (either itself or through and will exercise commercially reasonable efforts to contractually prohibit its licensees from doing any act or omitting to do any act) whereby any material Patent owned by such Grantor that is necessary to the normal conduct of such Grantor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public, and agrees that it will take commercially reasonable steps with respect to any material products covered by any such Patent as necessary to establish and preserve its sublicenseesrights under applicable patent laws. (2) Each Grantor will, and will use its commercially reasonable efforts to contractually require its licensees and its sublicensees to, for each material Trademark material owned by such Grantor and necessary to the normal conduct of such Grantor’s business, : (ia) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, ; (iib) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, ; (iiic) display such Trademark with notice of Federal federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights or claim of trademark or service xxxx as required under applicable law and law; and (ivd) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c3) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willand its sublicensees to, for each work covered by a material Copyright material owned by such Grantor and necessary to the normal conduct of such Grantor’s businessbusiness and that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with appropriate use a copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d4) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any material Patent, Trademark or Copyright material owned by such Grantor and necessary to the normal conduct of its such Grantor’s business may imminently become abandoned, lost lapsed or dedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office Office, any court, or any court or similar office of any country) , regarding such Grantor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same, or its right to keep and maintain the same. (e5) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallEach Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, andwill, upon the reasonable request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent’s security interest in such each Patent, Trademark Trademark, or Copyright, and Copyright listed in each Grantor hereby appoints updated Perfection Certificate (or in any applicable specified information contained in the Collateral Agent as its attorney-in-fact Perfection Certificate) furnished pursuant to execute and file such writings for Section 5.04(6) of the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocableCredit Agreement. (f6) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are exercise its reasonable business judgment consistent with the practice in any proceeding before the United States Patent and Trademark Office, the 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, with respect to maintain maintaining and pursue pursuing each material application owned by such Grantor relating to the Patentsany material Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) necessary to the normal conduct of such Grantor’s business and to maintain (a) each issued such Patent and (b) the registrations of each registration of the Trademarks such Trademark and Copyrights that is material to the conduct of any each such Copyright, including, when applicable and necessary in such Grantor’s businessreasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g7) In the event that any Grantor knows or has reason to believe know that any Article 9 Collateral consisting of a material Patent, Trademark or Copyright material necessary to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third personparty, such Grantor will promptly shall notify the Collateral Agent and shallwill, if consistent with good such Grantor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances to protect such Article 9circumstances.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit authorize 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 Grantor’s business may become abandonedinvalidated, invalidated unenforceable or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) use commercially reasonable efforts to maintain such Trademark in full force free from any claim of abandonment or invalidity for non-non use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, consistent with the quality of the products and services as of the date hereof, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party person rights. (c) Each Grantor (either itself or through agrees that it will not, and will not authorize any of its licensees to, do any act, or sublicensees) willomit to do any act, for each work covered by a whereby any Copyright that is material to the conduct of such Grantor’s businessbusiness may become invalidated, continue unenforceable or dedicated to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawspublic. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the publicpublic domain, invalid or unenforceable, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected With respect to result Collateral consisting of United States Registered Patents, Trademarks and Copyrights owned by each Grantor, each Grantor agrees to execute or otherwise authenticate an agreement, in a Material Adverse Effectsubstantially the same form set forth on Exhibit B hereto (an “Intellectual Property Security Agreement”), no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for recording the registration security interest granted hereunder to the Collateral Agent in such Collateral consisting of any Trademark or Copyright) Registered Intellectual Property with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx Copyright Office or any office or agency in any political subdivision of the United States or Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in the Collateral consisting of Intellectual Property. (f) Each Grantor agrees that should it obtain an ownership interest in any other country or any political subdivision thereof, unless it promptly notifies item of Intellectual Property that is not on the Collateral Agent, and, upon request date hereof a part of the Collateral Agentconsisting of Intellectual Property (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, executes and delivers (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Collateral consisting of Intellectual Property subject to the terms and all agreementsconditions of this Agreement with respect thereto. Within 30 days of the end of each fiscal quarter, instruments, documents and papers as Borrower shall deliver to the Collateral Agent may request written notice identifying the Registered After-Acquired Intellectual Property acquired or filed during such fiscal quarter, and such Grantor shall execute and deliver to evidence the Collateral Agent with such written notice, or otherwise authenticate, an agreement substantially in the form of Exhibit C hereto (an “IP Security Interest Agreement Supplement”) covering such Registered After-Acquired Intellectual Property, which such IP Security Agreement Supplement shall be recorded with the United States Patent and Trademark Office, the United States Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such Patent, Trademark or Copyright, and each Registered After-Acquired Intellectual Property. Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings IP Security Agreement Supplement for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (fg) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take use commercially reasonable efforts to take, at its expense, all necessary steps that are consistent with the practice past practice, including, without limitation, in any proceeding before 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, to maintain and pursue pursue, (i) each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain (ii) each issued Patent and each registration of the Trademarks a Trademark and Copyrights Copyright that is material to the conduct of any Grantor’s business, including 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 or other governmental authorities, timely filings of applications for renewalrenewal or extensions, affidavits of use, affidavits of incontestability incontestability, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees, and, if consistent with good reasonable business judgment, to initiate participate in opposition, interference interference, reexamination, infringement, misappropriation and cancellation proceedings against third partiesproceedings. (gh) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be being materially infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or omit do to do any act, whereby any Patent that is material to the conduct of such Grantor’s the business of the Borrower and its Subsidiaries, taken as a whole, may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s businessthe business of the Borrower and its Subsidiaries, taken as a whole, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright that is material to the conduct of such Grantor’s businessthe business of the Borrower and its Subsidiaries, taken as a whole, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Administrative Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright that is material to the conduct of the business of the Borrower and its business Subsidiaries, taken as a whole, may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, with respect to any of the same which is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, unless it promptly notifies informs the Collateral Administrative Agent, and, upon request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may request to evidence the Security Interest Administrative Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that it deems appropriate under the circumstances and are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain the relevant grant or registration) that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s businessthe business of the Borrower and its Subsidiaries, taken as a whole, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright that is material to the conduct of any Grantor’s the business of the Borrower and its Subsidiaries, taken as a whole, has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Administrative Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each The Grantor agrees that it will not, and will not authorize or knowingly permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that is material to and then used in the conduct of such the Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use continue, to the extent commercially reasonable efforts to continue and consistent with its past practice, to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent lawsLaw. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each The Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to and then used in the conduct of such the Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the sufficient quality of products and services offered under such Trademark to maintain its rights in 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 under applicable law Law and (iv) not knowingly use or knowingly permit authorize the use of such Trademark in violation of any third party rights. (c) Each The Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material Copyright, to the conduct of such Grantor’s business, continue extent it continues to publish, reproduce, display, adopt and distribute the work such work, do so with an appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawsLaws. (d) Each The Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to and then used in the conduct of its business may will become abandoned, lost or dedicated to the public, 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, Office or the United States Copyright Office or any court or similar office of any countryOffice) regarding such the Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no The Grantor shall, (either itself or through any agent, employee, licensee its licensees or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyrightsublicensees) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary commercially reasonable steps that it deems appropriate under the circumstances and that are consistent with the Grantor’s prior practice in any proceeding before the United States Patent and Trademark Office, the 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, to maintain and pursue each material registration and application relating to for registration of the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is are material to and then used in the conduct of any the Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good the Grantor’s business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (gf) In the event that any the Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to and then used in the conduct of any the Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty in any material respect, such the Grantor promptly shall notify the Collateral Agent and shall, if consistent with good the Grantor’s business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, Except as permitted by the Credit Agreement or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated extent failure to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could act would not reasonably be expected to result in have a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material agrees to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice reasonable steps, including in any proceeding before the United States Patent and Trademark Office, Office and the 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 thereofOffice, to pursue any application and maintain and pursue renew any registration or issuance of each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material and to protect the validity and enforceability of the Intellectual Property. (b) Except as permitted by the Credit Agreement or as would not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property may lapse, be terminated, or become invalid or unenforceable or dedicated to the conduct public (or in case of any Grantor’s business has been a trade secret, lose its competitive value). (c) Except as permitted by the Credit Agreement or is about where failure to do so would not reasonably be infringedexpected to have a Material Adverse Effect, misappropriated or diluted by a third personeach Grantor shall take all steps to preserve and protect each item of its Intellectual Property, such Grantor promptly shall notify including maintaining the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover quality of any and all damages products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof. (d) Each Grantor 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, (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement and (iii) such Grantor shall, concurrently with the next scheduled delivery of financial statements in accordance with Section 5.01(a) or 5.01(b) of the Credit Agreement, provide a notice to the Administrative Agent and prepare a Copyright Security Agreement, a Patent Security Agreement or a Trademark Security Agreement, as applicable, for such infringementfiling with the United States Patent and Trademark Office or United States Copyright Office. (e) Nothing in this Agreement shall prevent any Grantor from disposing of, misappropriation discontinuing the use or dilutionmaintenance of, failing to preserve, protect, pursue, renew, extend or keep in full force and take such other actions as are appropriate under effect, or otherwise allow to lapse, terminate, become invalid or unenforceable or dedicate to the circumstances public domain any of its Intellectual Property, to protect such Article 9the extent permitted by the Credit Agreement.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Indenture: (a) Each Grantor Pledgor agrees that it will not, and will not permit any of its licensees to, knowingly do any act, 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 material to the normal conduct of such Grantor’s Xxxxxxx’x business may become prematurely invalidated, abandoned, invalidated lapsed or dedicated to the public, and agrees that it shall use take commercially reasonable efforts steps with respect to continue to xxxx any material products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected Each Pledgor will, and will use its commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through cause its licensees or its sublicensees) willsublicensees to, for each material Trademark material necessary to the normal conduct of such Grantor’s Xxxxxxx’x business, (i) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through Pledgor will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a material Copyright material necessary to the normal conduct of such GrantorPledgor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with appropriate use a copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor Pledgor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the normal conduct of its such Pledgor’s business may imminently become abandoned, lost lapsed or dedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) , regarding such Grantor’s Xxxxxxx’x ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallEach Pledgor, either itself or through any agent, employee, licensee or designee, file shall (i) inform the Collateral Agent on an annual basis of each application or registration by itself, or through any agent, employee, licensee or designee, for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) Patent with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office and each registration or application of any Trademark or Copyright with the United States Patent and Trademark Office, Xxxxxx Xxxxxx the United States Copyright Office or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereoffiled during the preceding twelve-month period, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers (ii) execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may request are necessary to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are Each Pledgor shall exercise its reasonable business judgment consistent with the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright that is material to the normal conduct of any Grantorsuch Pledgor’s business, including 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 consistent with good any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor Pledgor knows or has reason to believe know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third personparty, such Grantor Pledgor shall promptly shall notify the Collateral Agent and shall, if consistent with good such Pledgor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and take such other actions as are reasonably appropriate under the circumstances to protect such Article 9circumstances.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by any Credit Documents: (a) Each Grantor Pledgor agrees that it will not, and will not permit any of its licensees to, knowingly do any act, 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 material to the normal conduct of such GrantorPledgor’s business may become abandoned, prematurely invalidated or dedicated to the public, and agrees that it shall use take commercially reasonable efforts steps with respect to continue to xxxx any material products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected Each Pledgor will, and will use its commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through cause its licensees or its sublicensees) willsublicensees to, for each Trademark material to the normal conduct of such GrantorPledgor’s business, (i) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through Pledgor will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a material Copyright material necessary to the normal conduct of such GrantorPledgor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with appropriate use copyright notice as necessary and sufficient to establish and preserve its maximum rights required under applicable copyright laws. (d) Each Grantor Pledgor shall notify the Collateral Applicable Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the normal conduct of its such Pledgor’s business may imminently become prematurely abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development indevelopments, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) , regarding such GrantorPledgor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallEach Pledgor, either itself or through any agent, employee, licensee or designee, file shall (i) inform the Agent on an annual basis on or about the time of delivery of financial statements for such year of each application by itself, or through any agent, employee, licensee or designee, for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) Patent with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, Xxxxxx Xxxxxx the United States Copyright Office or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereoffiled during the preceding twelve-month period, unless it promptly notifies and (ii) upon the Collateral Agent, and, upon reasonable request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Security Interest Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are Each Pledgor shall exercise its reasonable business judgment consistent with the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright that is material to the normal conduct of any Grantorsuch Pledgor’s business, including 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 consistent with good any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor Pledgor knows or has reason to believe know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third personparty, such Grantor Pledgor shall promptly shall notify the Collateral Applicable Agent and shall, if consistent with good such Pledgor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and take such other actions as are reasonably appropriate under the circumstances circumstances. (h) Upon and during the continuance of an Event of Default, at the request of the Applicable Agent, each Pledgor shall use commercially reasonable efforts to protect obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Article 9Pledgor’s right, title and interest thereunder to (in the Applicable Agent’s sole discretion) the designee of the Applicable Agent or the Applicable Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing or omitting to do any act, ) whereby any Patent that is material to the conduct of such Grantor’s business constituting Material Intellectual Property may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material such Patent with the relevant patent number as necessary and sufficient consistent with good business judgment to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s businessconstituting Material Intellectual Property, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 consistent with good business judgment to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessconstituting Material Intellectual Property, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient consistent with good business judgment to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business constituting Material Intellectual Property may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same; provided that such notification need not be given if such impairment of such Intellectual Property is not material viewed against the Material Intellectual Property as a whole. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps consistent with good business judgment that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights constituting Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s businessconstituting Material Intellectual Property, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (gf) In Upon and during the event that any continuance of an Event of Default, each Grantor knows shall endeavor in good faith to obtain all requisite consents or has reason approvals by the licensor of each Copyright License, Patent License or Trademark License to believe that any Article 9 Collateral consisting effect the assignment of a Patent, Trademark or Copyright material to the conduct of any all such Grantor’s business has been or is about right, title and interest thereunder to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, do any act or omit do to any act (and will not permit any of exercise commercially reasonable efforts to prevent its licensees to, do from doing any act, or omit act as omitting to do any act, ) whereby any Patent that is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected Each Grantor will (and will exercise commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through cause its licensees or its sublicensees) willsublicensees to), for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such TrademarkTrademark consistent with past practice, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor will (either itself or through and will exercise commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to), for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly Agent, in writing, immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all reasonable and necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (gf) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be materially infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent Agent, in writing, and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, 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 material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, . Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, . promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Except as permitted under the Indenture, each Grantor agrees that it will not, and will not permit any of its licensees to, knowingly do any act, act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees or sublicensees from doing any act or omitting to do any act, ) whereby any Patent that is material to the normal conduct of such Grantor’s business may become prematurely invalidated, abandoned, invalidated lapsed or dedicated to the public, and agrees that it shall use take commercially reasonable efforts steps with respect to continue to xxxx any material products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum such Grantor’s rights under applicable patent laws. (b) Except as could not reasonably be expected Each Grantor will, and will use its commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through cause its licensees or its sublicensees) willsublicensees to, for each Trademark material to the normal conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) consistent with its prior practice, display such Trademark with notice of Federal federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights or claim of trademark or service xxxx as permitted under applicable law and (iv) not knowingly use or knowingly permit the its licensees’ or sublicensees’ use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a Copyright material to the normal conduct of such Grantor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduceand, displayconsistent with its prior practice, adopt and distribute the work with appropriate use copyright notice as necessary and sufficient to establish and preserve its maximum rights permitted under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the normal conduct of its such Grantor’s business may has permanently become abandoned, lost lapsed or dedicated to the public, or of any materially adverse determination determination, excluding non-material office actions and similar determinations or development (including the institution of, or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) , regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, Copyright or its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallEach Grantor, either itself or through any agent, employee, licensee or designee, file an shall (i) inform the Collateral Agent on a quarterly basis of each registration or application made by itself, or through any agent, employee, licensee or designee at such Grantor’s request, for any Patent, Patent or Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office or, Xxxxxx Xxxxxx on a monthly basis, of each registration made by itself, or through any agent, employee, licensee or designee at such Grantor’s request, for any Copyright Office with the United States Copyright Office, respectively, or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereoffiled during the preceding period, unless it (ii) promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Security Interest Collateral Agent’s security interest in such U.S. Patent, Trademark or CopyrightCopyright and the perfection thereof, and each Grantor hereby appoints (iii) upon the Collateral Agent’s request, as directed in writing by the Holders of a majority in aggregate principal amount of the then outstanding Notes, promptly execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent as its attorneymay otherwise reasonably request to evidence the Collateral Agent’s security interest in such non-in-fact to execute U.S. Patent, Trademark or Copyright and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocableperfection thereof. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are shall exercise its reasonable business judgment consistent with the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the normal conduct of such Grantor’s business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright that is material to the normal conduct of any such Grantor’s business, including including, when applicable and necessary in such Grantor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third personparty, such Grantor shall promptly shall notify the Collateral Agent (other than infringements, misappropriations or dilutions by franchisees or former franchisees unless and until such franchisee or former franchisee challenges the validity of any such Patent, Trademark or Copyright) and shall, if consistent with good such Grantor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances circumstances, which may include suing and recovering damages. (h) The Company agrees that it will, and will cause each of its Subsidiaries to, assign any material (i) registrations and applications for Trademarks (together with the goodwill of the business symbolized thereby), (ii) issued Patents and applications therefor, and (iii) registrations and applications for Copyrights to protect a Grantor, in each case, on or before the Issue Date. The Company shall promptly record such Article 9assignments with the United States Patent and Trademark Office, United States Copyright Office, and any other similar office or agency in any other jurisdiction, as applicable, within five days after execution of such assignments and shall promptly provide the Collateral Agent with copies of such assignments and, if available, confirmation of recordation thereof.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not 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 any Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such any Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such any Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any material and 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that If any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personPerson, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not 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 Grantor’s the business of the Borrower and its Subsidiaries, taken as a whole, may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s businessthe business of the Borrower and its Subsidiaries, taken as a whole, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright that is material to the conduct of such Grantor’s businessthe business of the Borrower and its Subsidiaries, taken as a whole, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright that is material to the conduct of the business of the Borrower and its business Subsidiaries, taken as a whole, may become abandoned, lost or dedicated to the public, or of any adverse determination or development (including the institution of, of or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, with respect to any of the same which is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, unless it promptly notifies informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that it deems appropriate under the circumstances and are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain the relevant grant or registration) that is material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s businessthe business of the Borrower and its Subsidiaries, taken as a whole, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright that is material to the conduct of any Grantor’s the business of the Borrower and its Subsidiaries, taken as a whole, has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s 's business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx mark, to the extent permitted by existing technology, any products covered covexxx by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent lawslaws pursuant to which each such Patent is issued. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such TrademarkTrademark sufficient to preclude any findings of abandonment, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law pursuant to which each such Trademark is issued and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawslaws pursuant to which each such Copyright is issued. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any such Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies thereafter informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as are necessary or as the Collateral Agent may request to evidence and perfect the Security Interest Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx sue for infringement, misappropriation or dilution and to recover any and axx all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx mxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i1) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii2) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii3) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv4) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or its sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) material to the conduct of such Grantor’s business with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies informs the Collateral AgentAgent thereof, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each application that is material application to the conduct of any Grantor’s business relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Security Agreement Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with such Grantor’s good business judgment, promptly xxx sxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Security Agreement Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not 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 any Grantor’s 's business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such any Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such any Grantor’s 's business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any material and 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that If any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and nor will not it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s 's business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any mark xxx products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence and perfect the Security Interest Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly sue xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, act or knowingly 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 material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any use proper statutory notice in connection with Grantor’s products covered by a material Patent in a manner consistent with past practices in the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent lawsordinary course of business. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, consistent with the quality of the products and services on the Restatement Effective Date, (iii) display such Trademark use proper statutory notice in a manner consistent with notice past practices in the ordinary course of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law business and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright proper statutory notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawsin a manner consistent with past practices in the ordinary course of business. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark OfficeXxxxxxxxx Xxxxxx, United States Xxxxxx Xxxxxx Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, same or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallIn the event that any Grantor, either itself or through any agent, employee, licensee or designee, file files an application for any Patent, Trademark or Copyright material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies such Grantor shall, substantially contemporaneously with such filing, notify the Collateral Agent, and, upon request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, thereof to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. In each case unless otherwise decided by such Grantor in its reasonable business judgment and/or such Collateral is not material to the business of such Grantor: (a) Each Grantor agrees that it will not, and will not 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as to the extent necessary and sufficient to establish and preserve its maximum rights under applicable patent laws, to the extent required by applicable law. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law, to the extent required by applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as to the extent necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws, to the extent required by applicable law. (d) Each Grantor shall notify the Junior-Priority Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may has or is likely to become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country, but not including ordinary course matters arising during prosecution) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallIf any Grantor, either itself or through any agent, employee, licensee or designee, file files an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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 thereofStates, unless it promptly notifies the Grantor shall so notify the Junior-Priority Collateral AgentAgent each year, and, upon request at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 3.10(a) of the Collateral Agent2023 Notes Indenture, executes and delivers shall execute, deliver and file any and all agreements, instruments, documents and papers as the Collateral Agent may request reasonably necessary to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent Copyright (as its attorney-in-fact to execute and file determined in good faith by such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocableGrantor). (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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 thereofStates, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Junior-Priority Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions actions, if consistent with good business judgment, as are reasonably appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Credit Agreement: (a1) Each Grantor agrees that it will not, and will not permit any of its licensees to, knowingly do any act, act or omit to do any act (and will exercise commercially reasonable efforts to contractually prohibit its licensees from doing any act or omitting to do any act, ) whereby any material Patent owned by such Grantor that is material necessary to the normal conduct of such Grantor’s business may become prematurely invalidated, abandoned, invalidated lapsed or dedicated to the public, and agrees that it shall use will take commercially reasonable efforts steps with respect to continue to xxxx any material products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b2) Except as could not reasonably be expected Each Grantor will, and will use its commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through contractually require its licensees or and its sublicensees) willsublicensees to, for each material Trademark material owned by such Grantor and necessary to the normal conduct of such Grantor’s business, : (ia) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, ; (iib) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, ; (iiic) display such Trademark with notice of Federal federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights or claim of trademark or service xxxx as required under applicable law and law; and (ivd) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c3) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willand its sublicensees to, for each work covered by a material Copyright material owned by such Grantor and necessary to the normal conduct of such Grantor’s businessbusiness and that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with appropriate use a copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d4) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any material Patent, Trademark or Copyright material owned by such Grantor and necessary to the normal conduct of its such Grantor’s business may imminently become abandoned, lost lapsed or dedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same, or its right to keep and maintain the same. (e5) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallEach Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, andwill, upon the reasonable request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent’s security interest in such each Patent, Trademark Trademark, or Copyright, and Copyright listed in each Grantor hereby appoints updated Perfection Certificate (or in any applicable specified information contained in the Collateral Agent as its attorney-in-fact Perfection Certificate) furnished pursuant to execute and file such writings for Section 5.04(9) of the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocableCredit Agreement. (f6) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are exercise its reasonable business judgment consistent with the practice in any proceeding before the United States Patent and Trademark Office, the 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, with respect to maintain maintaining and pursue pursuing each material application owned by such Grantor relating to the Patentsany material Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) necessary to the normal conduct of such Grantor’s business and to maintain (a) each issued such Patent and (b) the registrations of each registration of the Trademarks such Trademark and Copyrights that is material to the conduct of any each such Copyright, including, when applicable and necessary in such Grantor’s businessreasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g7) In the event that any Grantor knows or has reason to believe know that any Article 9 Collateral consisting of a material Patent, Trademark or Copyright material necessary to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third personparty, such Grantor will promptly shall notify the Collateral Agent and shallwill, if consistent with good such Grantor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances to protect such Article 9circumstances.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and nor will not it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees agrees, to the extent practicable, that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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 United States Copyright Office for U.S. Intellectual Property, or any court or similar office of any countrythe Canadian Intellectual Property Office for Intellectual Property) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx United States Copyright Office for U.S. Intellectual Property or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereofCanadian Intellectual Property Office for Intellectual Property, unless it promptly notifies informs the Collateral Agent, and, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposespurposes (and, prior to the occurrence of any Event of Default or Default, such Grantor shall be notified of such filing), all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office for U.S. Intellectual Property or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereofCanadian Intellectual Property Office for Intellectual Property, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its reasonable best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or their designees for the benefit of the Secured Parties in accordance with the Intercreditor Agreement.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material such Patent with the relevant patent number as necessary and sufficient required by applicable law to establish and preserve its maximum rights under applicable patent lawssuch Patent. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicenseeslicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 required by applicable law to establish and preserve its maximum rights under applicable law such Trademark and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rightsrights in any material respect, except, in the case of clauses (i) through (iii) above, to the extent that such Grantor determines in its reasonable business judgment that such Trademark is no longer necessary or beneficial to the conduct of such Grantor’s business. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient required under applicable copyright laws to establish and preserve its maximum rights under applicable copyright lawssuch Copyright, except to the extent that such Grantor determines in its reasonable business judgment that such Copyright is no longer necessary or beneficial to the conduct of such Grantor’s business. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country, other than non-final actions of any Intellectual Property office in connection with the prosecution of an application for registration) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the sameregister, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallWhenever any Grantor, either itself or through any agent, employee, licensee or designee, file files an application for to register any Patent, Trademark or Copyright (or for material to the registration conduct of any Trademark or Copyright) its business with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it such Grantor shall promptly notifies inform the Collateral AgentAgent by including relevant application information in the annual Schedule III certificate required by Section 5.06(b) of the Credit Agreement, and, and upon the request of the Collateral Agent, executes such Grantor shall execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all reasonably necessary steps that are consistent with the its prior practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or and Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties, except to the extent that such Grantor determines in its reasonable business judgment that the maintenance or pursuit of such registration or application is no longer necessary or beneficial to the conduct of such Grantor’s business. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright included in the Article 9 Collateral and material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted in any material respect by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good Grantor’s reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, 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 material to the conduct of such Grantor’s business may become abandoned, 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 Patent 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) Except as could not reasonably be expected Each Grantor will, and will use its commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through cause its licensees or its sublicenseesand sublicensees to, (i) will, for each Trademark material to the conduct of such Grantor’s business, (iA) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (iiB) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, and (iiiC) 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 law; and (ivii) for each Trademark included in the Collateral, not knowingly use or knowingly permit the use of any such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willsublicensees to, for each work covered by a Copyright material to the conduct of such Grantor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with appropriate use copyright notice notices as necessary and sufficient required to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Administrative Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may imminently become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or CopyrightCopyright material to the conduct of its business, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse EffectEach Grantor shall (i) inform the Administrative Agent on an annual basis of each application filed by itself, no Grantor shall, either itself or through any agent, employee, licensee licensee, sublicensee or designee, file an application for any material Patent, Trademark or Copyright (or for the registration of any material Trademark or Copyright) Copyright with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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 thereofthereof during the preceding Fiscal Year, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers (ii) execute and deliver any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may otherwise reasonably request to evidence the Security Interest Administrative Agent’s security interest in such Patent, Trademark or Copyright, Intellectual Property and each Grantor hereby appoints the Collateral Administrative Agent as its attorney-in-attorney in fact to execute and file such writings writing for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, power being coupled with an interest, interest is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will shall take all necessary steps steps, as determined in its reasonable business judgment, and that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights included in the Collateral (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personPerson, such Grantor promptly shall notify the Collateral Administrative Agent and shall, if consistent with good the Grantor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Except to the extent failure so to act would not reasonably be expected to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees that it will not, to maintain the validity and will not permit enforceability of any registered Intellectual Property (or applications therefor) and to maintain such registrations and applications of its licensees to, do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, Intellectual Property in full force and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent lawseffect. (b) Except as could would not reasonably be expected to result have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value). (c) Except where failure to do so would not reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through shall take all steps to preserve and protect each item of its licensees or its sublicensees) willIntellectual Property, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain including maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services offered under such Trademarkas of the date hereof, (iii) display such Trademark and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with notice of Federal or foreign registration respect to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use standards of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawsquality. (d) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Effective Date (“After-Acquired Intellectual Property”), (i) the provisions of this Agreement shall notify automatically apply thereto and (ii) any such After-Acquired Intellectual Property and, in the Collateral Agent promptly if it knows or has reason to know that any Patentcase of Trademarks, Trademark or Copyright material the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the conduct terms and conditions of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the samethis Agreement. (e) Except as could not reasonably With respect to any such After-Acquired Intellectual Property, at the times required by Section 5.03(b) of the Credit Agreement, each Grantor shall deliver to the Administrative Agent, (i) a Perfection Certificate supplement pursuant to Section 5.03(b) of the Credit Agreement setting forth the information required by Section 13 of the Perfection Certificate with respect to such After-Acquired Intellectual Property, which shall be expected deemed to result in supplement Schedules II through IV hereto and (ii) to the extent applicable, a Material Adverse EffectCopyright Security Agreement, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Patent Security Agreement and/or Trademark or Copyright Security Agreement (or for in each case a supplement thereto in form and substance reasonably acceptable to the registration of any Trademark or Copyright) Administrative Agent (an “IP Security Agreement Supplement”)), as applicable, to be recorded with the United States U.S. Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Trademark Office and/or the U.S. 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocableOffice. (f) Except as could not reasonably be expected Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to result in a Material Adverse Effectpursue or otherwise allowing to lapse, each Grantor will take all necessary steps that are consistent with terminate or put into the practice in public domain any proceeding before 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, to maintain and pursue each material application relating its Intellectual Property to the Patents, Trademarks and/or Copyrights (and to obtain extent permitted by the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is material to desirable in the conduct of any Grantor’s its business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and nor will not it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s 's business may become abandoned, invalidated or dedicated to the public, and agrees agrees, to the extent practicable, that it shall use commercially reasonable efforts to continue to xxxx any marx xxy products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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 United States Copyright Office or any court or similar office of any countryOffice) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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 thereofStates, unless it promptly notifies informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest Collateral Agent' security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposespurposes (and, prior to the occurrence of any Event of Default or Default (as defined in the New Debentures), such Grantors shall be notified of such filing), all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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 thereofStates, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s Grantors' business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s Grantors' business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor Grantors promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for sue xxr infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default (as defined in the New Debentures), each Grantor shall use its reasonable commercial efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designees.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will use commercially reasonable efforts to not 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by such a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, use commercially reasonable efforts to (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material Copyright, use commercially reasonable efforts to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) material to the conduct of its business with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies (which notice may be given after such filing) the Collateral Agent, and, upon written request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocableirrevocable until this Agreement terminates. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all reasonable and necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other commercially reasonable actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Except as would not reasonably be expected to have, in the aggregate, a Material Adverse Effect, each Grantor agrees that it will not, and nor will not it permit any of its licensees to, knowingly do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that that, reasonably consistent with its past practices, it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could would not reasonably be expected to result have, in the aggregate, a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s businessTrademark, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality standard of products and services offered under such Trademark, (iii) as applicable, display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law law, and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights, in each case in a manner reasonably consistent with its past practices. (c) Each Except as would not reasonably be expected to have, in the aggregate, a Material Adverse Effect, each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawslaws in a manner reasonably consistent with its past practices. (d) Each Except as would not reasonably be expected to have, in the aggregate, a Material Adverse Effect, no Grantor will knowingly do any act, or omit to do any act, whereby any Patent, Trademark or Copyright may become abandoned, lost or dedicated to the public. Except as would not reasonably be expected to have, in the aggregate, a Material Adverse Effect, each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallIn the event any Grantor, either itself or through any agent, employee, licensee or designee, file files an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) or an assignment of any material Patent, Trademark or Copyright which such Grantor acquired from a third party with the USPTO or United States Patent and Xxxxxxxxx XxxxxxCopyright Office, Xxxxxx Xxxxxx Copyright Office or any office or agency in any political subdivision such Grantor shall, concurrently with the Borrower’s delivery of a certificate of a Responsible Officer pursuant to Section 5.01(c) of the United States or in any other country or any political subdivision thereofCredit Agreement, unless it promptly notifies inform the Collateral AgentAgent of such filing, and, upon request of the Collateral Agent, executes and delivers such Grantor shall execute and deliver any and all agreements, supplements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence and perfect the Security Interest Collateral Agent’s security interest in such Patent, Trademark or CopyrightCopyright or application therefor, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could would not reasonably be expected to result have, in the aggregate, a Material Adverse EffectEffect and unless otherwise permitted by this Section 4.09, each Grantor will take all reasonably necessary steps that are consistent with the applicable practice in any proceeding before any relevant office or agency, such as the United States Patent and Trademark Office, the 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 thereofforeign country, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s businessCopyrights, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, fees and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In Except as would not reasonably be expected to have, in the aggregate, a Material Adverse Effect, in the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and take appropriate action to recover any and all damages for end such infringement, misappropriation or dilution, and take such other actions action as are is appropriate under the circumstances to protect such Article 9Collateral. (h) Each Grantor will deliver security agreements in form suitable for filing with the USPTO, and the United States Copyright Office, respectively, reasonably requested by the Collateral Agent at any time to evidence, perfect, maintain and record the Collateral Agent’s interests in all material United States Trademarks, material United States Patents and material United States Copyrights, and applications of the foregoing, and each Grantor hereby authorizes the Collateral Agent to execute and file one or more accurate financing statements or copies thereof or security agreements with respect to material Patents, Trademarks and Copyrights signed only by the Collateral Agent, with prior written notice to such Grantor. Notwithstanding anything to the contrary in this Section 4.09, (x) each Grantor may dispose of (or abandon) its Intellectual Property to the extent permitted by Section 6.10 of the Credit Agreement and (y) no Grantor shall be obligated to perfect the Security Interest granted to the Collateral Agent with respect to any Intellectual Property registered or issued outside the United States or any state thereof.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will notwill, and will to the extent commercially reasonable, not permit any of its licensees to, do any act, act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act as omitting to do any act, ) whereby any Patent that is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) willwill to the extent commercially reasonable, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, to the extent commercially reasonable for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall promptly notify the Collateral Administrative Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country, but excluding rejections of applications to register a Patent, Trademark or Copyright and typical communications in the ordinary course of prosecution, such as office actions and the like) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or United States Copyright (or for the registration of any Trademark or United States Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereofStates, unless it promptly notifies (and in any event concurrently with the Collateral delivery of the financial statements identified in Section 5.01(b) of the Credit Agreement) informs the Administrative Agent, and, upon request of the Collateral Agent, and executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Security Interest Administrative Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected Each Grantor will, to result in a Material Adverse Effectthe extent commercially reasonable, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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 thereofStates, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) that are material to the conduct of its business and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if commercially reasonably and consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor shall promptly shall notify the Collateral Administrative Agent and shall, shall use its commercially reasonable efforts and if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Except as shall be consistent with commercially reasonable business judgment, each Grantor agrees that it will not, and will not permit take any of its licensees to, do any act, action or omit to do take any act, action (and will exercise commercially reasonable efforts to prevent its licensees from taking any action or omitting to take any action) whereby any Patent that is material to the conduct of such Grantor’s the business may of the Company and the Subsidiaries is likely to become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by public (except as a material result of expiration of such Patent with at the relevant patent number as necessary and sufficient to establish and preserve end of its maximum rights under applicable patent lawsstatutory term). (b) Except as could not reasonably shall be expected to result in a Material Adverse Effectconsistent with commercially reasonable business judgment, each Grantor will (either itself or through and will exercise commercially reasonable efforts to cause its licensees or its sublicensees) willsublicensees to), for each Trademark material to the conduct of such Grantor’s business, the business of the Company and the Subsidiaries (i) maintain such Trademark in full force force, free from any valid claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, Trademark and (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Administrative Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its the business of the Company and the Subsidiaries may become abandoned, lost or dedicated to the public, or of any materially adverse proceeding or determination or development (including the institution of, of any such proceeding or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country, except for any office actions or other determinations in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office or any similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (ed) Except as could not reasonably shall be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) consistent with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effectcommercially reasonable business judgment, each Grantor will take all necessary steps that are consistent with the its current practice (i) in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States of America or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the its Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and (ii) to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (ge) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor shall promptly shall notify the Collateral Administrative Agent and shall, if consistent with good business judgment, promptly take commercially reasonable action to xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 99 Collateral, except, in each case, as shall be consistent with commercially reasonable business judgment. (f) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall, upon request of the Administrative Agent, use commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License under which such Grantor is a licensee to effect the assignment of all such Grantor’s right, title and interest thereunder to the Administrative Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement: (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, knowingly do any act, 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 material to the normal conduct of such Grantor’s business may become abandoned, prematurely invalidated or dedicated to the public, and agrees that it shall use take commercially reasonable efforts steps with respect to continue to xxxx any material products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected Each Grantor will, and will use its commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through cause its licensees or its sublicensees) willsublicensees to, for each Trademark material to the normal conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a material Copyright material necessary to the normal conduct of such Grantor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with appropriate use copyright notice as necessary and sufficient to establish and preserve its maximum rights required under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the normal conduct of its such Grantor’s business may imminently become prematurely abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development indevelopments, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) , regarding such Grantor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallEach Grantor, either itself or through any agent, employee, licensee or designee, file shall (i) inform the Agent on an annual basis on or about the time of delivery of financial statements for such year (commencing with the financial statements for the fiscal year ended December 31, 2018) of each application by itself, or through any agent, employee, licensee or designee, for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) Patent with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, Xxxxxx Xxxxxx the United States Copyright Office or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereoffiled during the preceding twelve-month period, unless it promptly notifies and (ii) upon the Collateral Agent, and, upon reasonable request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are shall exercise its reasonable business judgment consistent with the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the normal conduct of such Grantor’s business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright that is material to the normal conduct of any such Grantor’s business, including including, when applicable and necessary in such Grantor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third personparty, such Grantor shall promptly shall notify the Collateral Agent and shall, if consistent with good such Grantor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and take such other actions as are reasonably appropriate under the circumstances circumstances. (h) Upon and during the continuance of an Event of Default, at the request of the Agent, each Grantor shall use commercially reasonable efforts to protect obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Article 9Grantor’s right, title and interest thereunder to (in the Agent’s sole discretion) the designee of the Agent or the Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and nor will not it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees agrees, to the extent practicable, that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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 United States Copyright Office or any court or similar office of any countryin Canada) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx United States Copyright Office or any office or agency in any political subdivision of the United States or any similar office in any other country or any political subdivision thereofCanada, unless it promptly notifies informs the Collateral Agent, and, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposespurposes (and, prior to the occurrence of any Event of Default or Default, such Grantor shall be notified of such filing), all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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 any similar office in any other country or any political subdivision thereofCanada, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its reasonable best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or their designees for the benefit of the Secured Parties in accordance with the Intercreditor Agreement.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the samesame (other than non-final office action in the course of prosecution). (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral AgentAgent (which notice may be given after such filing), and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocableirrevocable until the termination or release, pursuant to Section 7.16 hereof, of the Lien created hereunder. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all reasonably necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personperson in a material respect, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good desirable in such Grantor’s business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and nor will not it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s 's business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent lawslaws pursuant to which each such Patent is issued. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such TrademarkTrademark sufficient to preclude any findings of abandonment, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law pursuant to which each such Trademark is issued and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawslaws pursuant to which each such Copyright is issued. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence and perfect the Security Interest Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, 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 material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx mxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through its licensees or its sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its such Grantor’s business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, same or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (Patent or for the registration of any Trademark or Copyright) Copyright with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx the 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, unless it promptly notifies informs the Collateral AgentAgent thereof, and, upon the request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, the 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, thereof to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any such Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a material Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor shall promptly shall notify the Collateral Agent and shall, if consistent with good business judgmentjudgment and if it is reasonably determined by the Grantor that there is a potential risk of material damage to the Patent, Trademark or Copyright, promptly xxx sxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and nor will not it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s 's business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx mark any products covered by a material Patent with the relevant patent number xxxber as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx sue for infringement, misappropriation or dilution and to recover any axx and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees or sublicensees to, do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Administrative Agent promptly (or in any event, within 20 Business Days (or such longer period as the Administrative Agent may agree in its reasonable discretion)) in writing if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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 or any court or similar office of any countryOffice) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by any Loan Documents: (a) Each Grantor Pledgor agrees that it will not, and will not permit any of its licensees to, knowingly do any act, 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 material to the conduct of such GrantorPledgor’s business may become abandoned, prematurely invalidated or dedicated to the public, and agrees that it shall use take commercially reasonable efforts steps with respect to continue to xxxx any material products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected Each Pledgor will, and will use its commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through cause its licensees or its sublicensees) willsublicensees to, for each Trademark material to the conduct of such GrantorPledgor’s business, (i) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through Pledgor will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a material Copyright material necessary to the conduct of such GrantorPledgor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with appropriate (i) use copyright notice as necessary and sufficient to establish and preserve its maximum rights required under applicable copyright lawslaws and (ii) prevent such works covered by a material Copyright from entering into the public domain (except to the extent such works covered by a material Copyright have expired under the latest term of protection granted pursuant to applicable law). (d) Each Grantor Pledgor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its such Pledgor’s business may imminently become prematurely abandoned, lost or dedicated to the public, or of any materially adverse determination or development development, including office actions and similar determinations or developments (including the institution ofbut excluding ordinary course office actions and similar determinations or developments), or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) court, regarding such GrantorPledgor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallEach Pledgor, either itself or through any agent, employee, licensee or designee, file shall (i) inform the Collateral Agent on an application annual basis on or about the time of delivery of financial statements for any such year (commencing with the financial statements for the fiscal year ended December 31, 2013) of (A) each United States Patent, Trademark and Copyright acquired by such Pledgor during the preceding twelve-month period that is registered or Copyright (or applied for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Copyright Trademark Office or any office or agency in any political subdivision of the United States Copyright Office, as applicable, and (B) each application and registration by itself, or in through any other country agent, employee, licensee or designee, for any political subdivision thereofPatent or Trademark with the United States Patent and Trademark Office and each application and registration of any Copyright with the United States Copyright Office filed during the preceding twelve-month period, unless it promptly notifies and (ii) upon the Collateral Agent, and, upon reasonable request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright; provided, that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and each Grantor hereby appoints any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the Collateral Agent as its attorney-in-fact time of execution hereof and be subject to execute the Lien and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocablesecurity interest created by this Agreement without further action by any party. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice Each Pledgor shall exercise its reasonable business judgment in any proceeding before the United States Patent and Trademark Office, Office or the United States Copyright Office or any other foreign office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright that is material to the conduct of any Grantorsuch Pledgor’s business, including 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 consistent with good any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor Pledgor knows or has reason to believe know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s its business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor Pledgor shall promptly shall notify the Collateral Agent and shall, if consistent with good such Pledgor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and take such other actions as are reasonably appropriate under the circumstances circumstances. (h) Upon and during the continuance of an Event of Default, at the request of the Applicable Collateral Agent, each Pledgor shall use commercially reasonable efforts to protect obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Article 9Pledgor’s right, title and interest thereunder to (in the Applicable Collateral Agent’s sole discretion) the designee of the Applicable Collateral Agent or the Applicable Collateral Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each The Grantor agrees agree that it will not, and nor will not they 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each The Grantor (either itself alone or through its licensees or its sublicenseessub licensees) will, for each Trademark material to the conduct of such Grantor’s businessTrademark, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party parties’ rights. (c) Each The Grantor (either itself themselves or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each The Grantor shall notify the Collateral Agent promptly Secured Party immediately if it they knows or has have reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s the Grantor ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall the Grantor, either itself themselves or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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 successor thereof), unless it promptly notifies the Collateral Agentinforms Secured Party, and, upon request of Secured Party, execute and deliver the Collateral Agentappropriate security agreement as described in (e), executes (f), and delivers (g) above and any and all additional agreements, instruments, documents and papers as the Collateral Agent Secured Party may request to evidence the Security Interest Secured Party’s security interest in such Patent, Trademark or Copyright, and each the Grantor hereby appoints the Collateral Agent appoint Secured Party as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each The Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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 successor thereof, ) to maintain and pursue each material application relating to the United States Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued United States Patent and each United States registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s businessCopyrights, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In Upon and during the event that any continuance of an Event of Default, upon the request of Secured Party, the Grantor knows shall obtain all requisite consents or has reason approvals by the licensor of each Copyright License, Patent License or Trademark License to believe that any Article 9 Collateral consisting effect the assignment of a Patentall the Grantor right, Trademark title and interest thereunder to Secured Party or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, 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 material to the conduct of such Grantor’s business may would become abandoned, invalidated or dedicated to the publicpublic unless such invalidation or dedication to the public would reasonably be expected to have, and individually or in the aggregate, a Material Adverse Effect. Each Grantor further agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient in its reasonable judgment to establish and preserve its maximum material rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark owned by such Grantor and material to the conduct of such Grantor’s businessGrantors’ business (taken as a whole), (i) use commercially reasonable efforts to maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration (or, if such Trademark is unregistered, display such Trademark with notice as required for unregistered Trademarks) to the extent necessary and sufficient in its reasonable business judgment to establish and preserve its maximum material rights under applicable law trademark laws and (iv) not knowingly use or knowingly permit the use of such Trademark in any violation of any third party rights. The parties acknowledge that, notwithstanding the foregoing, such Grantor may elect to abandon or otherwise discontinue maintenance of any Trademark if (i) such Grantor determines in its good faith business judgment that such abandonment or discontinuance is desirable in the conduct of its business and (ii) such abandonment or discontinuance would not result in a Material Adverse Effect. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessbusiness (taken as a whole), continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient in its reasonable business judgment to establish and preserve its maximum material rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright owned by such Grantor and material to the conduct of its such Grantor’s business may (taken as a whole) could reasonably be expected to become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding proceeding, other than ex parte office actions, in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. ; provided, that the parties acknowledge that nothing in this Agreement prevents such Grantor from disposing of or discontinuing the use or maintenance of any of its Intellectual Property if (ei) Except as could such Grantor determines in its good faith business judgment that such disposal or discontinuance is desirable in the conduct of its business and (ii) such disposition or discontinuance would not reasonably be expected to result in a Material Adverse Effect, . (e) In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for with respect to any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Copyright Trademark Office or any office or agency in any political subdivision of the United States Copyright Office or in any other country or any political subdivision thereof, unless it promptly notifies thereafter informs the Collateral Agent, Agent and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings as are reasonably necessary for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocableirrevocable until such time as when the Total Commitment has terminated and the Loans and Notes (in each case together with interest thereon), Fees and all other Obligations (other than indemnities described in Section 7.03 and in the other provisions of the Credit Documents which are not then due and payable) incurred hereunder and under the other Credit Documents are paid in full. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all commercially reasonably necessary steps that are consistent with the practice it may deem necessary or appropriate in its good faith business judgment in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any other Intellectual Property office or agency in any political subdivision of the United States or in any other country or any political subdivision thereofStates, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights and pursue each registration or application, in each case, that is material to the conduct of any Grantor’s businessthe Grantors’ business (taken as a whole) for Patents, Trademarks and/or Copyrights owned by such Grantor (and to obtain the relevant grant or registration), including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with deemed necessary or appropriate in such Grantor’s good faith business judgment, to initiate opposition, interference and cancellation proceedings against third parties; provided, that nothing in this Agreement shall prevent such Grantor from not pursuing or maintaining such an application or registration if (i) such Grantor determines in its good faith business judgment that such discontinuance is desirable in the conduct of its business and (ii) such discontinuance will not result in a Material Adverse Effect. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright owned by such Grantor and material to the conduct of any Grantor’s the Grantors’ business (taken as a whole) has been or is about to be materially infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent such Grantor’s with good faith business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondilution (and take any actions required by applicable law prior to instituting such suit), and take such other actions as are it deems appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Except as otherwise determined in Grantor’s reasonable business judgment, with respect to registration or pending application of each item of its Intellectual Property for which Grantor has standing and ability to do so, Grantor agrees that it will not, and will not 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use take commercially reasonable efforts to continue (i) maintain the validity and enforceability of any registered Intellectual Property (or applications therefor) and to xxxx maintain such registrations and applications of Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each Patent, Trademark or Copyright registration or application, in each case, except for any products covered by failure to do any of the foregoing that would not reasonably be expected to have a material Patent with Material Adverse Effect. Except as otherwise determined in Grantor’s reasonable business judgment, Grantor shall take commercially reasonable steps to defend title to and ownership of its Intellectual Property, except for any failure to do so that would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the relevant patent number as necessary and sufficient foregoing, nothing in this Section 3.05 shall prevent Grantor from disposing of, discontinuing the use or maintenance of, abandoning, failing to establish and preserve pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the public domain any of its maximum rights under applicable patent lawsregistered or applied for Intellectual Property that is no longer used, useful, or economically practicable to maintain, or if Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business. (b) Except as could not reasonably be expected to result Grantor agrees that, should it obtain an ownership or other interest in a Material Adverse Effectany Intellectual Property after the Effective Date, each Grantor (either itself should it file an application for the registration or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation issuance of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) willIntellectual Property after the Effective Date, for each work covered and should it file with and have accepted by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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 OfficeOffice a “Statement of Use” or an “Amendment to Allege Use” with respect to any “intent-to-use” Trademark application owned by it after the Effective Date, United States Copyright Office subject to the immediately succeeding sentence, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property shall automatically become subject to the terms and conditions of this Agreement, except to the extent such Intellectual Property is obtained under a license or sublicense from a third party under which a security interest would not be permitted. For the avoidance of doubt, a security interest shall not be granted in any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the sameIntellectual Property that constitutes an Excluded Asset. (ec) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallGrantor, either itself or through any agent, employee, licensee or designee, file an application shall (i) whenever a certificate is delivered or required to be delivered pursuant to Section 5.03(b) of the Credit Agreement, deliver to the Collateral Agent a schedule setting forth all of Grantor’s Patents, Trademarks and Copyrights, as applicable, that are issued by, registered in, or applied for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with in the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Copyright Trademark Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereofCopyright Office (including, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposesavoidance of doubt, all acts “intent-to-use” Trademark applications for which a “Statement of such attorney being hereby ratified Use” or an “Amendment to Allege Use” has been filed with and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before accepted by the United States Patent and Trademark Office) and that are not listed on Schedule III hereto or on a schedule previously provided to the Collateral Agent pursuant to this Section 3.05(c) and (ii) within a reasonable time following the request of the Collateral Agent, United States Copyright Office or any office or agency and in any political subdivision event on or prior to the next Quarterly Update Date following such request of the United States Collateral Agent (or such later date which the Collateral Agent may agree to in any other country its reasonable discretion), execute and deliver a Patent Security Agreement, Trademark Security Agreement or any political subdivision thereofCopyright Security Agreement, to maintain and pursue each material application relating to the as applicable, in respect of such Patents, Trademarks and/or Copyrights Copyrights; provided, that this clause (and ii) shall not apply to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third partiesIntellectual Property constituting Excluded Assets. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act as omitting to do any act, ) whereby any Patent that is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) willwill to the extent commercially reasonable, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, to the extent commercially reasonable for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor In no event shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or United States Copyright (or for the registration of any Trademark or United States Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereofStates, unless it promptly notifies (and in any event within 5 days) informs the Collateral Administrative Agent, and, upon request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Security Interest Administrative Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (fe) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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 thereofStates, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) that are material to the conduct of its business and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if commercially reasonably and consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (gf) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent use its commercially reasonable efforts and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s 's business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx mark, to the extent permitted by existing technology, any products covered covxxxx by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent lawslaws pursuant to which each such Patent is issued. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such TrademarkTrademark sufficient to preclude any findings of abandonment, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law pursuant to which each such Trademark is issued and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawslaws pursuant to which each such Copyright is issued. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any such Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies thereafter informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as are necessary or as the Collateral Agent may request to evidence and perfect the Security Interest Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx sue for infringement, misappropriation or dilution and to recover any and xxx all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, do any act or omit do to any act (and will not permit any of exercise commercially reasonable efforts to prevent its licensees to, do from doing any act, or omit act as omitting to do any act, ) whereby any Patent that is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected Each Grantor will (and will exercise commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through cause its licensees or its sublicensees) willsublicensees to), for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such TrademarkTrademark consistent with past practice, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor will (either itself or through and will exercise commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to), for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly Agent, in writing, immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all reasonable and necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (gf) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be materially infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent Agent, in writing, and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances to protect such Article 99 Collateral. (g) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee, in accordance with Section 4.01.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and nor will not it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s 's business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee. (i) Each Grantor shall ensure that fully executed security agreements in the form hereof and containing a description of all Collateral consisting of Intellectual Property shall have been received and recorded within three months after the execution of this Agreement with respect to United States Patents, United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. (S) 261, 15 U.S.C. (S) 1060 or 17 U.S.C. (S) 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and registered Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, or in any other necessary jurisdiction, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).]

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, act or omit to do to 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 material to the conduct of such Grantor’s the business of the Borrower and the Subsidiaries may become abandoned, invalidated or dedicated to the publicpublic (except as a result of expiration of such Patent at the end of its statutory term), and each Grantor agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws, except as consistent with good business judgment as reasonably determined by such Grantor. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s businessthe business of the Borrower and the Subsidiaries, (i) maintain such Trademark in full force free from any valid claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) if registered, display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights, except, with respect to clauses (i) through (iii), as consistent with good business judgment as reasonably determined by such Grantor. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessthe business of the Borrower and the Subsidiaries, use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws, except as consistent with good business judgment as reasonably determined by such Grantor. (d) Each Grantor shall notify the Collateral Administrative Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its the business of the Borrower and the Subsidiaries may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any countryOffice) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice (i) in any proceeding before 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 thereofof America, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights that is material to the conduct of such Grantor’s business (and to obtain the relevant grant or registration) and (ii) to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, and to initiate opposition, interference and cancellation cancelation proceedings against third parties, except, with respect to clauses (i) and (ii), in each case as consistent with good business judgment as reasonably determined by such Grantor. (gf) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright Intellectual Property material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, in each case if consistent with good business judgmentjudgment as reasonably determined by such Grantor, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor The Company agrees that it will not, and nor will not it 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor The Company (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s businessTrademark, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use use, or knowingly permit the use of of, such Trademark in violation of any third party rights. (c) Each Grantor The Company (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor The Company shall notify the Collateral Administrative Agent promptly immediately if it knows knows, or has reason to know know, that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantorthe Company’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall the Company, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies informs the Collateral Administrative Agent, and, upon request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may request to evidence the Security Interest Administrative Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor the Company hereby appoints the Collateral Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor The Company will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s businessCopyrights, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or the Company has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor the Company promptly shall notify the Collateral Administrative Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, the Company shall use its reasonable best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of the Company’s right, title and interest thereunder to the Administrative Agent or its designee. (i) The Company shall ensure that fully executed security agreements in the form hereof and containing a description of all Collateral consisting of Intellectual Property shall have been received and recorded within three months after the execution of this Agreement with respect to United States Patents, United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Administrative Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and registered Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, or in any other necessary jurisdiction, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date of this amendment and restatement).

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees agrees, except to the extent permitted by the prudent conduct of its business, that it will not, and nor will not it 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with to the relevant patent number as necessary extent required by law and sufficient to establish and preserve its maximum rights under applicable patent lawsrights. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material Trademark, except to the extent permitted by the prudent conduct of such Grantor’s its business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 required by law to establish and preserve its maximum rights under applicable law and (iv) not knowingly use use, or knowingly permit the use of of, such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material Copyright, except to the extent permitted by the prudent conduct of such Grantor’s its business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and the extent required by law to preserve its maximum rights under applicable copyright lawsrights. (d) Each Except to the extent permitted by the prudent conduct of its business, each Grantor shall notify the Collateral Administrative Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallIn the event any Grantor, either itself or through any agent, employee, licensee or designee, file files an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies shall inform the Collateral AgentAdministrative Agent concurrently with the delivery of financial statements pursuant to Section 6.01 of the Credit Agreement of such filing, and, upon request of the Collateral Administrative Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may request to evidence the Security Interest Administrative Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effectthe extent permitted by the prudent conduct of its business, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s businessCopyrights, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good Grantor’s reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Administrative Agent and shall, if consistent with good Grantor’s reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Administrative Agent or its designee. (i) Each Grantor at its own cost shall ensure that appropriate assignments from predecessor entities to such Grantor and fully executed security agreements in the form hereof and containing a description of all Collateral consisting of United States Patents, United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights shall be delivered for recording within forty-five (45) days after the execution of this Agreement to the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and registered Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than the financing statements referred to above in Section 3.02(a) and such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of (either itself or through its licensees toor sublicenses) agrees, do any actin accordance with the prudent practices of companies similarly situated and in the same or similar businesses, or omit to do any act, whereby any for each Patent that is material to the conduct of the business of Level 3 and its Subsidiaries, taken as a whole, (i) to maintain such Grantor’s business may Patent so that it will not become abandoned, invalidated or dedicated to the public, public and agrees (ii) that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, in accordance with the prudent practices of companies similarly situated and in the same or similar businesses, for each Trademark material to the conduct of such Grantor’s businessthe business of Level 3 and its Subsidiaries, taken as a whole, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, in accordance with the prudent practices of companies similarly situated and in the same or similar businesses, for each work covered by a Copyright that is material to the conduct of such Grantor’s businessthe business of Level 3 and its Subsidiaries, taken as a whole, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright that is material to the conduct of the business of Level 3 and its business Subsidiaries, taken as a whole, may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, with respect to any of the same which is material to the conduct of the business of Level 3 and its Subsidiaries, taken as a whole, unless it promptly notifies informs the Collateral Agent, and, upon the reasonable request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that it deems appropriate under the circumstances and are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain the relevant grant or registration) that is material to the conduct of the business of Level 3 and its Subsidiaries, taken as a whole, and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s businessthe business of Level 3 and its Subsidiaries, taken as a whole, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright that is material to the conduct of any Grantor’s the business of Level 3 and its Subsidiaries, taken as a whole, has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with its good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each 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 which is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-useuse other than such claims contested in good faith by such Grantor in appropriate proceedings in the proper forums, (ii) use commercially reasonable efforts to 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 under applicable law Law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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 or any court or similar office of any countrycourt) regarding such Grantor’s ownership of any material Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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 thereofStates, unless it promptly notifies informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposespurposes to the extent that such Grantor fails to promptly do so, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the customary practice in any proceeding before 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 thereofStates, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright Intellectual Property material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, upon the Collateral Agent’s written request, each Grantor shall use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee and such Grantor shall provide immediate written notice to the Collateral Agent upon failure to obtain any such consent or approval. (i) Each Grantor will use commercially reasonable efforts so as not to permit the inclusion of any provisions that could or might in any way impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests therein in any license, contract or agreement governing or relating to any Trademarks, Patents or Copyrights or Equity Interests in joint ventures obtained after the date hereof.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not 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 Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as , except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect, each material diminution in the value of the Collateral. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights, except in each case where the failure to do so could not reasonably be expected to result in a material diminution in the value of the Collateral. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws, except where the failure to do so could not reasonably be expected to result in a material diminution in the value of the Collateral. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may could reasonably be expected to become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor (x) agrees that it will not, not and will not permit any of its licensees to, to do any act, or omit to do any act, whereby any Patent that is owned by such Grantor and is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the publicpublic (except as a result of expiration of such patent at the end of its statutory term or abandonment or other disposition of such patent that is in the reasonable judgment of Grantor, no longer economically practicable to maintain or material in the conduct of the business of Grantor taken as a whole), and (y) agrees that it has marked and shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient or advisable to establish and preserve its maximum rights under applicable patent laws, in accordance with such prudent and standard practice used in industries that are the same as or similar to those in which such Grantor is engaged. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark that is owned by such Grantor and material to the conduct of such Grantor’s business, (i) maintain the enforceability of such Trademark in full force free from any claim of abandonment or invalidity for non-useTrademark, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such TrademarkTrademark in substantially the same manner as the date hereof, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient required to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a material registered Copyright material to the conduct of that is owned by such Grantor’s business, use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice notices as necessary and sufficient or advisable to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business and owned by such Grantor may become abandoned, expired, lapsed, lost or dedicated to the publicpublic (other than as a result of abandonment or other disposition that is, in the reasonable judgment of the Grantor, no longer economically practicable to maintain or material in the conduct of the business of the Grantor, taken as a whole), or of any materially adverse determination or development (including the institution of, or any such determination or development in, of any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected If a Grantor acquires ownership of any Patent, Copyright or Trademark registration or application or files any application to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for register any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Copyright Office or any office or agency in any political subdivision of within the United States or in any other country or any political subdivision thereof, unless it at any time following the date hereof, such Grantor shall promptly notifies provide the Collateral AgentAgent with written notice of such acquisition, registration or application (and, in any event, within thirty (30) days following the end of each fiscal quarter in which such Grantor acquires such ownership interest (or such longer period as permitted by the Collateral Agent in its sole discretion)), and, upon request of the Collateral Agent, executes shall execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest in each such Patent, Copyright or Trademark that is the subject of such subsequent acquisition, registration or Copyright, and each application. Each Grantor hereby appoints the Collateral Agent as its attorney-in-attorney in fact to execute (solely after the occurrence and during the continuance of an Event of Default) and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary such steps that are are, in the good business judgment of such Grantor, consistent with the its past practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with such Grantor’s good business judgment, to initiate opposition, interference and cancellation proceedings against third partiesparties unless such Grantor shall have previously determined that such use or the pursuit or maintenance of such Patent, Trademark and/or Copyright is no longer necessary or advisable in the conduct of such Grantor’s business and that the loss thereof could not reasonably be expected to impair or interfere in any material respect with the operation of the business conducted by all such Grantors, taken as a whole, in which case such Grantor will give prompt notice of any such abandonment to the Collateral Agent. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated misappropriated, diluted or diluted otherwise violated by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with such Grantor’s good business judgment, promptly take such actions as such Grantor deems reasonable and appropriate under the circumstances to protect or enforce such Article 9 Collateral including, without limitation, to xxx for infringement, misappropriation misappropriation, dilution or other violation, to seek an injunction against such infringement, misappropriation, dilution or other violation, and to recover any and all damages for such infringement, misappropriation misappropriation, dilution or dilutionother violation. (h) Upon the occurrence and during the continuance of an Event of Default, each Grantor shall upon request of the Collateral Agent use its best efforts to obtain all requisite consents or approvals by the licensor of each material Copyright License, material Patent License or material Trademark License, and take each other material License, to effect the assignment of all such other actions as are appropriate under Grantor’s right, title and interest thereunder to the circumstances Collateral Agent, for the ratable benefit of the Secured Parties, or its designee; provided that, notwithstanding anything to protect the contrary herein, no Grantor shall be required to make any payments to secure such Article 9consent or approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Except as otherwise determined in its reasonable business judgment, each Grantor agrees that it will not, and will use commercially reasonable efforts not permit any of its licensees to, to do any act, act or omit to do any act, act whereby any Patent that is included in Article 9 Collateral and material to the conduct of such Grantor’s the business of Parent, the Borrower and the other Subsidiaries may become abandoned, invalidated or dedicated to the publicpublic (except as a result of expiration of such Patent at the end of its statutory term), and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result otherwise determined in a Material Adverse Effectits reasonable business judgment, each Grantor (either itself or through its licensees or its sublicensees) willwill use commercially reasonable efforts, for each Trademark included in Article 9 Collateral and material to the conduct of such Grantor’s businessthe business of Parent, the Borrower and the other Subsidiaries, (i) to maintain such Trademark in full force free from any valid claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) if registered, to display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) to not knowingly use or knowingly permit the use of such Trademark in violation of any third party rightsrights to the extent such use could reasonably be expected to have a Material Adverse Effect. (c) Each Except as otherwise determined in its reasonable business judgment, each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright included in Article 9 Collateral and material to the conduct of such Grantor’s businessthe business of Parent, the Borrower and the other Subsidiaries, use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Within 45 days after the end of each Fiscal Quarter, each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that of (i) any Patent, Trademark or Copyright included in Article 9 Collateral and material to the conduct of its the business of Parent, the Borrower and the other Subsidiaries that may have become abandoned, lost or dedicated to the public, or of public and (ii) any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, Copyright its right to register the same, same or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse EffectUpon the occurrence and during the continuance of an Event of Default, no each Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes use its reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License under which such Grantor is a licensee to effect the assignment of all such Grantor’s right, title and delivers any and all agreements, instruments, documents and papers as interest thereunder to the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocabledesignee. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, 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 may become invalidated or dedicated to the public, except where failure to comply with the foregoing could not reasonably be expected to have a Material Adverse Effect, and agrees that it shall continue to xxxx any products covered by a Patent that is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as laws except where the failure to comply with the foregoing could not reasonably be expected to result in have a Material Adverse Effect, each . (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s businessthe business of the Borrower and its Subsidiaries, taken as a whole, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights, except where the failure to comply with the foregoing could not reasonably be expected to have a Material Adverse Effect. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct business of such Grantor’s businessthe Borrower and its Subsidiaries, taken as a whole, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws, except where the failure to comply with the foregoing could not reasonably be expected to have a Material Adverse Effect. (d) Each Grantor shall notify the Collateral Administrative Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of the business of the Borrower and its business Subsidiaries, taken as a whole, may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or CopyrightCopyright material to the conduct of the business of the Borrower and its Subsidiaries, taken as a whole, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected Each Grantor agrees to result in a Material Adverse Effect, no Grantor shallpromptly notify the Administrative Agent if such Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) which is material to the Grantor’s business taken as a whole with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Copyright Trademark Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, unless it promptly notifies the Collateral AgentCopyright Office, and, upon request of the Collateral Administrative Agent, executes such Grantor agrees to execute and delivers any deliver IP Security Agreements (in a form similar to the IP Security Agreements executed and all agreements, instruments, documents and papers delivered on the date hereof) as the Collateral Administrative Agent may reasonably request to evidence the Security Interest Administrative Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Administrative Agent as its attorney-in-fact to execute and file such writings agreements for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable.] (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all reasonably necessary steps that are consistent with the practice in any proceeding before 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 thereofStates, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s businessthe business of the Borrower and the Subsidiaries, taken as a whole, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties; provided that, to the extent consistent with the Credit Agreement, no Grantor shall be obligated to pursue, preserve or maintain any Patent, Trademark or Copyright in the event such Grantor determines, in its reasonable business judgment, that the preservation of such Patent, Trademark or Copyright is no longer desirable in the conduct of its business. (g) In Upon and during the event that any continuance of an Event of Default, each Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgmentrequested by the Administrative Agent, promptly xxx for infringementuse its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, misappropriation Patent License or dilution Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to recover any and all damages for such infringement, misappropriation the Administrative Agent or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and nor will not it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee. (i) Each Grantor shall ensure that fully executed security agreements in the form hereof and containing a description of all Collateral consisting of Intellectual Property shall have been received and recorded within three months after the execution of this Agreement with respect to United States Patents, United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and registered Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, or in any other necessary jurisdiction, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date of this amendment and restatement).

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act, 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 material to the conduct of such Grantor’s business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through its licensees or its sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Administrative Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its such Grantor’s business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark OfficeUSPTO, United States Copyright Office USCO or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, same or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (Patent or for the registration of any Trademark or Copyright) Copyright with the United States Patent and Xxxxxxxxx XxxxxxUSPTO, Xxxxxx Xxxxxx Copyright Office the USCO or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, unless it promptly notifies informs the Collateral AgentAdministrative Agent thereof, and, upon the request of the Collateral Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may reasonably request to evidence the Security Interest Administrative Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark OfficeUSPTO, United States Copyright Office the USCO or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, thereof to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any such Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a material Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor shall promptly shall notify the Collateral Administrative Agent and shall, if consistent with good business judgmentjudgment and if it is reasonably determined by the Grantor that there is a potential risk of material damage to the Patent, Trademark or Copyright, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Credit Agreement: (a) Each Grantor Pledgor agrees that it will not, and will not permit any of its licensees to, knowingly do any act, 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 material to the normal conduct of such GrantorPledgor’s business may become abandoned, prematurely invalidated or dedicated to the public, and agrees that it shall use take commercially reasonable efforts steps with respect to continue to xxxx any material products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected Each Pledgor will, and will use its commercially reasonable efforts to result in a Material Adverse Effect, each Grantor (either itself or through cause its licensees or its sublicensees) willsublicensees to, for each Trademark material to the normal conduct of such GrantorPledgor’s business, (i) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through Pledgor will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a material Copyright material necessary to the normal conduct of such GrantorPledgor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with appropriate use copyright notice as necessary and sufficient to establish and preserve its maximum rights required under applicable copyright laws. (d) Each Grantor Pledgor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the normal conduct of its such Pledgor’s business may imminently become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development indevelopments, any proceeding in the United States Patent and Trademark Office, the Puerto Rico Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) , regarding such GrantorPledgor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallEach Pledgor, either itself or through any agent, employee, licensee or designee, file an shall (i) give notice to the Agent concurrently with the delivery of financial statements pursuant to Section 5.04(a) of the Credit Agreement of each application by itself, or through any agent, employee, licensee or designee, for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) Patent with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office or the Puerto Rico Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, Xxxxxx Xxxxxx the Puerto Rico Trademark Office, the United States Copyright Office or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereoffiled during the period since the last notice to the Agent pursuant to this clause, unless it promptly notifies and (ii) upon the Collateral Agent, and, upon reasonable request of the Collateral Agent, executes execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Agent’s security interest in such Patent, Trademark or Copyright; provided that the provisions hereof shall automatically apply to any thereto and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and each Grantor hereby appoints be subject to the Collateral Agent as its attorney-in-fact to execute Lien and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocablesecurity interest created by this Agreement without further action by any party. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are Each Pledgor shall exercise its reasonable business judgment consistent with the practice in any proceeding before the United States Patent and Trademark Office, the Puerto Rico Trademark Office, the United States Copyright Office or any comparable office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright that is material to the normal conduct of any Grantorsuch Pledgor’s business, including 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 consistent with good any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor Pledgor knows or has reason to believe know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third personparty, such Grantor Pledgor shall promptly shall notify the Collateral Agent and shall, if consistent with good such Pledgor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and take such other actions as are reasonably appropriate under the circumstances circumstances. (h) Upon and during the continuance of an Event of Default, at the request of the Agent, each Pledgor shall use commercially reasonable efforts to protect obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Article 9Pledgor’s right, title and interest thereunder to (in the Agent’s sole discretion) the designee of the Agent or the Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and nor will not it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that which is material to the conduct of such Grantor’s 's business may become abandoned, invalidated or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, 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, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, In no Grantor shallevent shall any Grantor, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it promptly notifies informs the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest Collateral Agent's security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocableirrevocable during the term of this Agreement. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third personparty, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that that, except as otherwise deemed necessary or advisable by such Grantor in the exercise of its reasonable business judgment, it will not, and will not permit any of its licensees to, do any act, act or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act as omitting to do any act, ) whereby any Patent owned by such Grantor that is material to the conduct of such Grantor’s business may is reasonably expected to become abandonedprematurely invalidated, invalidated forefeited, unenforceable or dedicated to the public, and agrees that it shall use take commercially reasonable efforts steps with respect to continue to xxxx any products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark owned by such Grantor that is material to the conduct of such Grantor’s business, (i) except as otherwise deemed necessary or advisable by such Grantor in the exercise of its reasonable business judgment, maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to 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 or claim of trademark or service xxxx as required to establish and preserve its maximum rights under applicable law and (iviii) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright owned by such Grantor that is material to the conduct of such any Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient required to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright owned by such Grantor that is material to the conduct of its business may is reasonably likely to become abandoned, imminently abandoned or lost or prematurely dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shallIn the event that any Grantor, either itself or through any agent, employee, licensee or designee, file files an application for any Patent, Trademark or Copyright (Patent or for the registration of any Trademark or Copyright) Copyright with the United States Patent and Xxxxxxxxx XxxxxxTrademark Office, Xxxxxx Xxxxxx 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, unless it or receives notification that an intent-to-use Trademark application has been approved, such Grantor shall promptly notifies inform the Collateral Agent, and, upon request of the Collateral Agent, executes shall execute and delivers deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Security Interest Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights which are material to the conduct of any Grantor’s business (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good such Grantor believes it necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be materially infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9by

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit take any of its licensees to, do any act, action or omit to do take any act, action (and will exercise commercially reasonable efforts to prevent its licensees from taking any action or omitting to take any action) whereby any Patent that is material to the conduct of such Grantor’s the business of the Borrower and the Subsidiaries may become abandoned, invalidated or dedicated to the publicpublic (except as a result of expiration of such Patent at the end of its statutory term), and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, the business of the Borrower and the Subsidiaries (i) maintain such Trademark in full force force, free from any valid claim of abandonment or invalidity for non-use, use (ii) use commercially reasonable efforts to maintain the quality of products and services offered under display such Trademark, (iii) display such Trademark if registered, with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and law, (iviii) not knowingly use or knowingly permit the use of such Trademark in violation of any third third-party rightsrights and (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to this Agreement. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessthe business of the Borrower and the Subsidiaries, use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its the business of the Borrower and the Subsidiaries may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies the Collateral Agent, and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Grantor will take all necessary steps that are consistent with the practice in any proceeding before 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, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor agrees that it will (i) pursue all application for a Patent included in the Collateral and (ii) not, and will not permit authorize any of its licensees to, do any act, or omit to do any act, whereby any Patent that is material to included in the conduct of such Grantor’s business Collateral may become abandonedinvalidated, invalidated unenforceable or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to xxxx any products covered by a material Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Except as to the extent the failure to do so could not reasonably be expected to result in have a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, will (i) pursue all applications for a Trademark included in the Collateral, (ii) maintain such all applications for and registrations of a Trademark included in the Collateral in full force free from any claim of abandonment or invalidity for non-use, (iiiii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, consistent with the quality of the products and services as of the date hereof, (iiiiv) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (ivv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party person rights. (c) Each Except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through agrees that it will not, and will not authorize any of its licensees to, do any act, or sublicensees) willomit to do any act, for each work covered by a whereby any Copyright material included in the Collateral may become invalidated, unenforceable or dedicated to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright lawspublic. (d) Each [Reserved]. (e) With respect to Collateral consisting of United States Registered Patents, Trademarks and Copyrights owned by each Grantor shall notify on the Closing Date, each Grantor agrees to execute or otherwise authenticate an agreement, in substantially the same form set forth on Exhibit B hereto (an “Intellectual Property Security Agreement”), for recording the security interest granted hereunder to the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct in such Collateral consisting of its business may become abandoned, lost or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in Registered Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (e) Except as could not reasonably be expected to result in a Material Adverse Effect, no Grantor shall, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx 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, unless it promptly notifies governmental authorities necessary to perfect the security interest hereunder in the Collateral Agent, and, upon request consisting of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocableIntellectual Property. (f) Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Grantor will take all necessary steps agrees that are consistent with the practice should it obtain an ownership interest in any proceeding before item of Intellectual Property that is not on the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision date hereof a part of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Intellectual Property (“After-Acquired Intellectual Property”)