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

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyright.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) 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 (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating 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, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. (ivb) In Except as could not reasonably be expected to have a Material Adverse Effect of the event that type referred to in clause (a) or (b) of the definition of such term in the Credit Agreement, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its PatentIntellectual Property may lapse, Trademark be terminated, or Copyright Collateral is infringed upon 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 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 shall take all steps to preserve and protect each item of its Intellectual Property, 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 as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. (d) Each Grantor agrees that, should it obtain an ownership or other interest in any material respectIntellectual Property after the Effective Date, (i) the provisions of this Agreement shall automatically apply thereto and (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. (e) Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use or misappropriated maintenance of, failing to pursue or diluted otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by a third party, the Credit Agreement if such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine determines in its reasonable business judgment that such Patent, Trademark or Copyright discontinuance is not material to desirable in the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightbusiness.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Such Grantor shall provide a report to notify the Agent each month in which it notifies Agent immediately if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright that is material to the conduct of any Grantor’s business or operations (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or material adverse development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if such Grantor, either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving the Agent prior written notice thereof, and, upon request of the Agent, such Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as the Agent may reasonably request to evidence the Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Such Grantor shall take all actions necessary or reasonably requested by the Agent to maintain and pursue (and not abandon) each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existingexisting that is material to the conduct of any Grantor’s business or operations), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, unless such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations. (iv) In the event that any of the Patent, after having exhausted negotiations Trademark or other attempts Copyright Collateral that is material to resolve the disputeconduct of any Grantor’s business or operations is infringed upon, take commercially reasonable actions to xxxxx (includingor misappropriated or diluted by a third party, each Grantor shall promptly notify the Agent and, if appropriateapplicable, comply with Section 5(a)(ix) of this Agreement. Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except as permitted by the Credit Agreement or 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 (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating 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, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. (ivb) In Except as permitted by the event that Credit Agreement or as 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, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its PatentIntellectual Property may lapse, Trademark or Copyright Collateral is infringed upon in any material respectbe terminated, or misappropriated become invalid or diluted unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value). (c) Except as permitted by the Credit Agreement or where failure to do so could not reasonably be expected to have a third partyMaterial Adverse Effect of the type referred to in clause (a) or (b) of the definition of such term in the Credit Agreement, each Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material take all steps to the conduct preserve and protect each item of its business or operationsIntellectual Property, after having exhausted negotiations or other attempts to resolve including maintaining the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover quality of any and all damages for such infringementproducts or services used or provided in connection with any of the Trademarks, misappropriation or dilutionconsistent 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 the applicable license’s terms with respect to the standards of quality. (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 take automatically apply thereto and (ii) any such other actions as Agent Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall deem necessary under automatically become Intellectual Property subject to the circumstances terms and conditions of this Agreement. (e) Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to protect such Patentpursue or otherwise allowing to lapse, Trademark terminate or Copyrightput into the public domain any of its Intellectual Property to the extent permitted by the Credit Agreement.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except to the extent not reasonably expected to have a Material Adverse Effect: (a) Each Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Grantor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent as reasonably necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark reasonably necessary to the normal conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark consistent with the quality of such products and services as of the date hereof, (iii) display such Trademark with notice of federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (c) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material Copyright reasonably necessary to the normal conduct of such Grantor’s business that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (d) Each Grantor shall provide a report to notify the Collateral Agent each month in which it notifies Agent promptly if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected material to the normal conduct of such Grantor’s business may imminently become abandoned abandoned, lost or dedicated to the public domainother than by expiration, or of any material materially adverse determination or development (including the institution ofdevelopment, or any such determination or development in, any proceeding excluding office actions and similar determinations in the United States Patent and Trademark Office, the United States Copyright Office Office, any court or any court) 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 to keep and maintain the same. (iie) Grantor shall provide a report to Agent each month in which it notifies Agent if Each Grantor, either itself or through any agent, employee, licensee or designee, filed an shall (i) inform the Collateral Agent on a quarterly basis of each application by itself, or through any agent, employee, licensee or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar comparable office or agencyagency in any other country filed during the preceding quarter, andand (ii) on a quarterly basis, upon request to the extent that there are applications of Agentthe type referenced in clause (i) above, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request an agreement substantially in the form of Exhibit IV hereto to evidence the Collateral Agent’s lien on security interest in such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiif) Each Grantor shall take all actions necessary exercise its reasonable business judgment consistent with past practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or reasonably requested by Agent any comparable office or agency in any other country with respect to maintain maintaining and pursue prosecuting each applicationmaterial application relating to any Patent, to obtain Trademark and/or Copyright (and obtaining the relevant registration grant or registration) material to the normal conduct of such Grantor’s business and to maintain (i) each issued Patent and (ii) the registration registrations of each Trademark and each Copyright in each case that is material to the normal conduct of the Patentssuch Grantor’s business, Trademarks including, when applicable and Copyrights (now or hereafter existing)necessary in such Grantor’s reasonable business judgment, including the filing timely filings of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition and payment of maintenance fees, and, if any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedingsproceedings against third parties. (ivg) In the event that any Grantor becomes aware knows or has reason to know that any Article 9 Collateral consisting of its a Patent, Trademark or Copyright Collateral material to the normal conduct of its business has been or is infringed upon in any material respectabout to be materially infringed, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agent. Grantor the Collateral Agent and shall, unless if such Grantor deems it shall reasonably determine that necessary in its reasonable business judgment, promptly contact such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutionthird party, and shall if necessary in its reasonable business judgment, xxx and recover damages, and take such other actions as Agent shall deem necessary are reasonably appropriate under the circumstances circumstances. (h) Nothing in this Agreement prevents any Grantor from disposing of, discontinuing the use or maintenance of, failing to protect pursue, or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by the Credit Agreement if such Patent, Trademark or CopyrightGrantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Such Grantor shall provide a report to notify the Administrative Agent each month in which it notifies Agent promptly if it knows or has reason to know that any application Patent, any Copyright or any registration relating to any registered PatentTrademark, Trademark in each case which is material to the conduct of such Grantor’s business, may become abandoned, cancelled or declared invalid, or if any such Trademark, any such Copyright (now or hereafter existing) it owns the invention disclosed in any such Patent is reasonably expected to become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, in any proceeding in the United States Patent and Trademark Office, in the United States Copyright Office Office, in analogous offices or agencies in other countries or in any court) court regarding Grantor’s ownership of any such Patent, Trademark or CopyrightCopyright which is material to the conduct of such Grantor’s business, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if If such Grantor, either itself or through any agent, employee, licensee or designee, filed applies for a Patent or files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar analogous office or agencyagency in any other country or any political subdivision thereof or otherwise obtains rights in any Patent, Trademark or Copyright, such Grantor will promptly inform the Administrative Agent, and, upon request of the Administrative Agent, Grantor shall execute and deliver Patent Security Agreementsany and all agreements, Copyright Security Agreements or Trademark Security Agreements instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s lien on security interest in such Patent, Trademark or Copyright, Copyright and the General Intangibles Intangibles, including, without limitation, in the case of Grantor Trademarks, the goodwill of such Grantor, relating thereto or represented thereby; provided that such Grantor shall have no such duty where such Grantor’s Patent, Trademark or Copyright rights in its application would be jeopardized by such action, including, but not limited to, the assignment of an “intent-to-use” Trademark application filed under 15 U.S.C. § 1051(b). (iii) Grantor shall Such Grantor, consistent with the reasonable conduct and protection of its business, will take all commercially reasonable actions necessary or reasonably requested by Agent to maintain prosecute vigorously each application and pursue each application, to attempt to obtain the relevant broadest Patent or registration of a Trademark or Copyright therefrom and to maintain each Patent, Trademark or Copyright registration, in each case, which is material to the registration conduct of each of the such Grantor’s business, including, without limitation, with respect to Patents, payments of required maintenance fees, and, with respect to Trademarks and Copyrights (now or hereafter existing)Copyrights, including the filing of applications for renewal, affidavits of use, use and affidavits of noncontestability incontestability; provided that the foregoing shall not be required with respect to any applications filed in the United States Patent and opposition Trademark Office to register Trademarks on the basis of any Grantor’s “intent to use” such Trademarks. In the event that such Grantor fails to take any of such actions, the Administrative Agent may, upon prior written notice to such Grantor, do so in such Grantor’s name or in the Administrative Agent’s name, and interference and cancellation proceedingsall reasonable expenses incurred by the Administrative Agent in connection therewith shall be paid by such Grantor in accordance with Section 10 hereof. (iv) Such Grantor shall use its commercially reasonable efforts to detect infringers of the Patents, Trademarks and Copyrights which are material to the conduct of such Grantor’s business. In the event that Grantor becomes aware that any of its Patentsuch Patents, Trademark Trademarks or Copyright Collateral Copyrights is infringed upon in any material respectinfringed, or misappropriated or diluted by a third party, Grantor shall notify the Administrative Agent promptly notify Agent. Grantor after it learns thereof and shall, unless it shall reasonably determine that if such PatentPatents, Trademark Trademarks or Copyright is not Copyrights are material to the conduct of its business or operationssuch Grantor’s business, after having exhausted negotiations or other attempts to resolve the dispute, promptly take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances appropriate action to protect such PatentPatents, Trademarks or Copyrights. In the event that such Grantor fails to take any such actions the Administrative Agent may, upon prior written notice to such Grantor, do so in such Grantor’s name or the Administrative Agent’s name, and all reasonable expenses incurred by the Administrative Agent in connection therewith shall be paid by Grantor in accordance with Section 10 hereof. (v) Such Grantor shall take all reasonable actions necessary to insure that the Patents and any patents in which such Grantor has been granted rights pursuant to the Patent Licenses, in each case, which are necessary to the conduct of such Grantor’s business, remain valid and enforceable. (vi) Upon registration of its Trademarks, such Grantor will use, for the duration of this Security Agreement, proper statutory notice in connection with its use of the Trademarks; and such Grantor will use, for the duration of this Security Agreement, consistent standards of quality in its manufacture of products sold under the Trademarks and any trademarks in which such Grantor has been granted rights pursuant to the Trademark Licenses, in each case, except to the extent the failure to do so could not, individually or Copyrightin the aggregate, reasonably be expected to result in a Material Adverse Change. (vii) Upon registration of its Copyrights, such Grantor will use, for the duration of this Security Agreement, proper statutory notice in connection with its use of the Copyrights; and such Grantor shall take all reasonable actions necessary to insure that the Copyrights and any copyrights in which such Grantor has been granted rights pursuant to the Copyright Licenses, in each case, which are necessary to the conduct of such Grantor’s business, remain valid and enforceable.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating to any registered Patentsuch Grantor, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, such Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiiii) Such Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue (and not abandon) each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existingexisting that is material to the conduct of any Grantor’s business or operations), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, unless such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations. (iii) In the event that any of the Patent, after having exhausted negotiations Trademark or other attempts Copyright Collateral that is material to resolve the disputeconduct of any Grantor’s business or operations is infringed upon, take commercially reasonable actions to xxxxx (includingor misappropriated or diluted by a third party, each Grantor shall promptly notify Agent and, if appropriateapplicable, comply with Section 5(a)(vii) of this Agreement. Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operations, promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent failure so to act would 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, or except as otherwise provided in Section 3.05(d), with respect to registration or pending application of each item of its owned United States Intellectual Property, each Grantor agrees (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating to maintain the validity and enforceability of any registered owned United States Intellectual Property (or applications therefor) and to maintain such registrations and applications of such Intellectual Property in full force and effect and (ii) to pursue the registration and maintenance of each Patent, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainowned United States Intellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. (ivb) In Except as would not reasonably be expected to have a Material Adverse Effect of the event that type referred to in clause (a) or (b) of the definition of such term in the Credit Agreement, or except as otherwise provided in Section 3.05(d), no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its Patentowned United States Intellectual Property may lapse, Trademark or Copyright Collateral is infringed upon in any material respectbe terminated, or misappropriated become invalid or diluted by unenforceable or placed in the public domain (or in case of a third partytrade secret, lose its competitive value). (c) Except where failure to do so would 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 shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material take all steps to the conduct preserve and protect each item of its business or operationsowned United States Intellectual Property, after having exhausted negotiations or other attempts to resolve including maintaining the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover quality of any and all damages for such infringementproducts or services used or provided in connection with any of the Trademarks, misappropriation or dilutionconsistent with the quality of the products and services as of the Effective Date, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. (d) Nothing in this Agreement shall take such other actions as Agent shall deem necessary under prevent any Grantor from disposing of, discontinuing the circumstances use or maintenance of, failing to protect such Patentpursue or otherwise allowing to lapse, Trademark terminate or Copyrightput into the public domain any of its Intellectual Property to the extent not prohibited by the Credit Agreement.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Each Grantor shall provide a report notify Collateral Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if If any Grantor, either by itself or through any agent, employee, licensee or designee, filed files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, Grantor shall provide Collateral Agent with written notice thereof within a reasonable time thereafter, but in any event within ten (10) Business Days from the date of filing, and, upon request of Collateral Agent, Grantor shall execute and deliver Patent an amendment to the Intellectual Property Security Agreements, Copyright Security Agreements or Trademark Security Agreements Agreement as Collateral Agent may reasonably request to evidence Collateral Agent’s lien Security Interest on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Each Grantor shall take all commercially reasonable actions necessary or reasonably requested by Collateral Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agentcomply with Section 5(a)(vii) of this Security Agreement. Such Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary are reasonable and appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Such Grantor shall provide a report to notify Collateral Agent each month in which it notifies Agent immediately if it knows or has reason to know that any application or registration relating to any registered Significant Patent, Significant Trademark or Significant Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s ownership of any such Significant Patent, Significant Trademark or Significant Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if Upon any Grantor, either itself or through any agent, employee, licensee or designee, filed filing an application for the registration of any Significant Patent, Significant Trademark or Significant Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, such Grantor will give the Collateral Agent written notice within fifteen (15) days thereof, and, upon request of Collateral Agent, Grantor shall execute and deliver Patent Security Agreementsany and all patent security agreements, Copyright Security Agreements copyright security agreements or Trademark Security Agreements trademark security agreements as Collateral Agent may reasonably request to evidence Collateral Agent’s lien Lien on such Significant Patent, Significant Trademark or Significant Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Such Grantor shall take all actions necessary or reasonably requested by Collateral Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of of, each of the Significant Patents, Significant Trademarks and Significant Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patentthe Significant Patents, Trademark Significant Trademarks or Copyright Collateral is Significant Copyrights are infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 8 of this Security Agreement. Such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Collateral Agent shall reasonably deem necessary appropriate under the circumstances to protect such Significant Patent, Significant Trademark or Significant Copyright.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Unless Grantor shall provide a report reasonably determine that the applicable Patent, Trademark or Copyright is not material to the conduct of its business or operations, the Grantor shall notify Second Lien Agent each month in which it notifies Agent immediately if it knows or has reason to know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding the Grantor’s ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if the Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Second Lien Agent prior written notice thereof, and, upon request of Second Lien Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Second Lien Agent may reasonably request to evidence Second Lien Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of the Grantor relating thereto or represented thereby. (iii) Unless Grantor shall reasonably determine that the applicable Patent, Trademark or Copyright is not material to the conduct of its business or operations, the Grantor shall take all actions necessary or reasonably requested by Second Lien Agent to maintain and pursue (in each case, in a manner consistent with reasonable responsible business and legal practices) each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its material Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. the Grantor shall, unless it Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary are commercially reasonable under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated material to the public domainoperation of such Grantor's business may become abandoned, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor Within 45 days after the end of each Fiscal Quarter, grantors shall provide Agent a report to Agent each month in which it notifies Agent if either itself or through list of any agent, employee, licensee or designee, filed an application applications for the registration of any Patent, Trademark or Copyright copyright filed by any Credit Party with the The United States Patent and Trademark Office, the The United States Copyright Office or any similar office or agencyagency in the prior Fiscal Quarter, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien 's Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing)) material to the operation of such Grantor's business , including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall notify Agent promptly notify Agentafter such Grantor learns thereof. Such Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) promptly sxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Each Grantor shall provide a report notify Investors immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if If any Grantor, either by itself or through any agent, employee, licensee or designee, filed files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, Grantor shall provide Investors with written notice thereof within a reasonable time thereafter, but in any event within ten (10) Business Days from the date of filing, and, upon request of AgentInvestors, Grantor shall execute and deliver Patent an amendment to the Intellectual Property Security Agreements, Copyright Security Agreements or Trademark Security Agreements Agreement as Agent Investors may reasonably request to evidence Agent’s lien Investors’ Security Interest on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Each Grantor shall take all commercially reasonable actions necessary or reasonably requested by Agent Investors to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agentcomply with Section 5(a)(vii) of this Security Agreement. Such Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) promptly sxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary are reasonable and appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien 's Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In , unless the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, applicable Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except to the extent not reasonably expected to have a Material Adverse Effect: (a) Each Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Grantor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent as reasonably necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark reasonably necessary to the normal conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark consistent with the quality of such products and services as of the date hereof, (iii) display such Trademark with notice of federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (c) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material Copyright reasonably necessary to the normal conduct of such Grantor’s business that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (d) Each Grantor shall provide a report to notify the Collateral Agent each month in which it notifies and the Administrative Agent promptly if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected material to the normal conduct of such Grantor’s business may imminently become abandoned abandoned, lost or dedicated to the public domainother than by expiration, or of any material materially adverse determination or development (including the institution ofdevelopment, or any such determination or development in, any proceeding excluding office actions and similar determinations in the United States Patent and Trademark Office, the United States Copyright Office Office, any court or any court) 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 to keep and maintain the same. (iie) Grantor shall provide a report to Agent each month in which it notifies Agent if Each Grantor, either itself or through any agent, employee, licensee or designee, filed an shall (i) inform the Collateral Agent and the Administrative Agent on a quarterly basis of each application by itself, or through any agent, employee, licensee or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar comparable office or agencyagency in any other country filed during the preceding quarter, andand (ii) on a quarterly basis, upon request to the extent that there are applications of Agentthe type referenced in clause (i) above, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request an agreement substantially in the form of Exhibit II hereto to evidence the Collateral Agent’s lien on security interest, for the ratable benefit of the Secured Parties, in such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiif) Each Grantor shall take all actions necessary exercise its reasonable business judgment consistent with past practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or reasonably requested by Agent any comparable office or agency in any other country with respect to maintain maintaining and pursue prosecuting each applicationmaterial application relating to any Patent, to obtain Trademark and/or Copyright (and obtaining the relevant registration grant or registration) material to the normal conduct of such Grantor’s business and to maintain (i) each issued Patent and (ii) the registration registrations of each Trademark and each Copyright in each case that is material to the normal conduct of the Patentssuch Grantor’s business, Trademarks including, when applicable and Copyrights (now or hereafter existing)necessary in such Grantor’s reasonable business judgment, including the filing timely filings of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition and payment of maintenance fees, and, if any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedingsproceedings against third parties. (ivg) In the event that any Grantor becomes aware knows or has reason to know that any Article 9 Collateral consisting of its a Patent, Trademark or Copyright Collateral material to the normal conduct of its business has been or is infringed upon in any material respectabout to be materially infringed, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agent. Grantor the Collateral Agent and shall, unless if such Grantor deems it shall reasonably determine that necessary in its reasonable business judgment, promptly contact such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutionthird party, and shall if necessary in its reasonable business judgment, xxx and recover damages, and take such other actions as Agent shall deem necessary are reasonably appropriate under the circumstances circumstances. (h) Nothing in this Agreement prevents any Grantor from disposing of, discontinuing the use or maintenance of, failing to protect pursue, or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by the Credit Agreement if such Patent, Trademark or CopyrightGrantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each US Facilities Grantor agrees that it will not do 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 constituting Material Intellectual Property may become invalidated or dedicated to the public, and agrees that it shall continue to xxxx any products covered by such Patent with the relevant patent number consistent with good business judgment to establish and preserve its rights under applicable patent laws. (b) Each US Facilities Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark constituting Material Intellectual Property, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration consistent with good business judgment to establish and preserve its 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 US Facilities Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright constituting Material Intellectual Property, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice consistent with good business judgment to establish and preserve its rights under applicable copyright laws. (d) Each US Facilities Grantor shall provide a report to notify the Collateral Agent each month in which it notifies Agent promptly if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to constituting Material Intellectual Property may become abandoned abandoned, lost or dedicated to the public domainpublic, or of any material materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any courtcourt or similar office of any country) regarding such US 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; 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. (iie) Each US Facilities Grantor shall provide a report to Agent each month will take all steps consistent with good business judgment that are consistent with the practice in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency in any political subdivision of the United States or in any other country or any political subdivision thereof, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each applicationapplication relating to the Patents, Trademarks and/or Copyrights constituting Material Intellectual Property (and to obtain the relevant registration grant or registration) and to maintain the each issued Patent and each registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing)constituting Material Intellectual Property, including the filing timely filings of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedingscancelation proceedings against third parties. (ivf) In Upon and during the event that Grantor becomes aware that any continuance of its Patentan Event of Default, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, each US Grantor shall promptly notify Agent. Grantor shallendeavor in good faith to obtain all requisite consents or approvals by the licensor of each Copyright License, unless it shall reasonably determine that Patent License or Trademark License to effect the assignment of all such PatentUS Grantor's right, Trademark or Copyright is not material title and interest thereunder to the conduct of Collateral Agent or its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightdesignee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor The Borrowers shall provide a report notify Administrative Agent promptly if any Borrower knows or has reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantorany Borrower’s ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if Promptly after any Borrower, either itself or through any agentthe Administrative Agent, employee, licensee or designee, filed files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agencyOffice, the Borrowers shall give the Administrative Agent written notice of such filing and, upon request of the Administrative Agent, Grantor such Borrower shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Administrative Agent may reasonably request to evidence Administrative Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor such Borrower relating thereto or represented thereby. (iii) Grantor The Borrowers shall take all actions necessary or reasonably requested by the Administrative Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedingsproceedings unless such Borrower reasonably determines that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations. (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor such Borrower shall promptly notify Agentcomply with Section 10.2(a)(viii) of this Agreement. Grantor Such Borrower shall, unless it shall such Borrower reasonably determine determines that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) promptly sxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Administrative Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Unless Grantor shall provide a report reasonably determine that the applicable Patent, Trademark or Copyright is not material to the conduct of its business or operations, the Grantor shall notify First Lien Agent each month in which it notifies Agent immediately if it knows or has reason to know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding the Grantor’s ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if the Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving First Lien Agent prior written notice thereof, and, upon request of First Lien Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as First Lien Agent may reasonably request to evidence First Lien Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of the Grantor relating thereto or represented thereby. (iii) Unless Grantor shall reasonably determine that the applicable Patent, Trademark or Copyright is not material to the conduct of its business or operations, the Grantor shall take all actions necessary or reasonably requested by First Lien Agent to maintain and pursue (in each case, in a manner consistent with reasonable responsible business and legal practices) each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its material Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. the Grantor shall, unless it Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary are commercially reasonable under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. 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, 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 (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating 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, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. . Except as could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (iva) In or (b) of the event that definition of such term, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its PatentIntellectual Property may lapse, Trademark be terminated, or Copyright Collateral is infringed upon become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value). 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, each Grantor shall take all steps to preserve and protect each item of its Intellectual Property, 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 as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. Each Grantor agrees that, should it obtain an ownership or other interest in any material respectIntellectual Property after the Effective Date, (i) the provisions of this Agreement shall automatically apply thereto and (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. Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use or misappropriated maintenance of, failing to pursue or diluted by a third partyotherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted in accordance with the provisions of the Indenture if such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine determines in its reasonable business judgment that such Patent, Trademark or Copyright discontinuance is not material to desirable in the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightbusiness.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Such Grantor shall provide a report to notify Agent each month in which it notifies Agent as promptly as reasonable if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns that is reasonably expected material to the conduct of its business and operations may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if such Grantor, either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, such Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Such Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue (and not abandon) each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing)) eligible for registration, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, unless such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event Grantor knows that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, each Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially as promptly as reasonable actions to xxxxx (including, if appropriate, to xxx for) sxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other reasonable actions as Agent shall deem necessary appropriate under the circumstances as necessary to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent a failure 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 and ability to do so, each Grantor agrees to take commercially reasonable efforts to (i) Grantor shall provide a report take all steps to Agent maintain the validity and enforceability of any United States registered Intellectual Property (or applications therefor) and to maintain such registrations and applications of Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each month in which it notifies Agent if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now registration or hereafter existing) it owns application that is reasonably expected to become abandoned or dedicated material to the conduct of such Grantor’s business. Grantor shall take commercially reasonable steps to defend title to and ownership of its Intellectual Property that is material to the conduct of such Grantor’s business. Notwithstanding the foregoing, nothing in this Section 3.05 shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, abandoning, failing to pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the public domaindomain any of its registered or applied for Intellectual Property that is no longer used or useful, or of any material adverse determination or development (including the institution ofeconomically practicable to maintain, or any if such determination or development in, any proceeding Grantor determines in its reasonable business judgment that such discontinuance is desirable in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership conduct of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the samebusiness. (b) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Closing Date (i) the provisions of this Agreement shall automatically apply thereto and (ii) Grantor any such Intellectual Property shall provide automatically become Intellectual Property subject to the terms and conditions of this Agreement, except, with respect to each of (i) and (ii) above, if such Intellectual Property is obtained under a report to Agent each month license 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 which it notifies Agent if any Intellectual Property that constitutes an Excluded Asset. (c) Each Grantor, either itself or through any agent, employee, licensee or designee, filed an application shall (i) whenever a certificate is delivered or required to be delivered pursuant to Section 6.03(b) of the Credit Agreement, deliver to the Collateral Agent a schedule setting forth all of such Grantor’s registered and applied for Patents, Trademarks and Copyrights that are not listed on Schedule III hereto or on a schedule previously provided to the registration of any PatentCollateral Agent pursuant to this Section 3.05(c), Trademark or Copyright with and (ii) within a reasonable time following the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of the Collateral Agent, Grantor shall execute and deliver a Patent Security AgreementsAgreement, Trademark Security Agreement or Copyright Security Agreements or Trademark Security Agreements Agreement, as applicable, in respect of such Patents, Trademarks and Copyrights, and any and all other agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence Agent’s lien on and perfect the Security Interest in such Patent, Trademark registered or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the applied for Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedingsCopyrights. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyright.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report to notify Agent each month in which it notifies Agent immediately if it knows they know or should reasonably know that any application or registration relating to any registered Patent, registered Trademark or registered Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s 's ownership of any such Patent, registered Trademark or registered Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice upon the application thereof, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien 's Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedingsproceedings appropriate in the ordinary course of business and consistent with the past practice of the applicable Grantor. (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agentshall, as applicable, comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take such steps as are commercially reasonable actions to xxxxx (protect Grantor's rights therein, including, if appropriatewhere Grantor's deems it necessary, to promptly xxx for) for infringement, EXECUTION COPY misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. 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, 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 (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating 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, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. . Except as could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (iva) In or (b) of the event that definition of such term, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its PatentIntellectual Property may lapse, Trademark or Copyright Collateral is infringed upon in any material respectbe terminated, or misappropriated become invalid or diluted by unenforceable or placed in the public domain (or in case of a third partytrade secret, lose its competitive value). 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, each Grantor shall promptly notify Agenttake all steps to preserve and protect each item of its Intellectual Property, 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 as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. Nothing in this Agreement shall prevent any Grantor shallfrom disposing of, unless it shall reasonably determine discontinuing the use or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted in accordance with the provisions of the Indenture if such Grantor determines in its reasonable business judgment that such Patent, Trademark or Copyright discontinuance is not material to desirable in the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightbusiness.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns that is reasonably expected material to the conduct of its business may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such Patent, Trademark or CopyrightCopyright that is material to the conduct of its business, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability non-contestability and opposition and interference and cancellation proceedings. (iv) In , unless the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, applicable Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that a Grantor becomes aware of any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall notify Agent of the same and, unless such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operationsas otherwise consented by Agent, after having exhausted negotiations shall enter into a supplement to this Security Agreement granting to Agent a Lien on a commercial tort claim (as defined in the Code) related thereto. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or other attempts Copyright Collateral is not material to resolve the disputeconduct of its business, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (ia) Grantor Each Pledgor Party agrees that it will not do or cause to be done any act or omission whereby any Patent that is included in the Collateral and that is, in the Pledgor Party's reasonable judgment, material to the Business, will become invalidated or dedicated to the public. (b) Each Pledgor Party shall provide a report to notify the Collateral Agent each month in which it notifies Agent promptly if it knows that any application or registration relating to any registered Patent, Trademark and Business Name or Copyright (now or hereafter existing) it owns is reasonably expected that is, in the Pledgor Party's reasonable judgment, material to the Business may become abandoned abandoned, lost or dedicated to the public domainpublic, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any courtcourt or similar office of any country) regarding Grantor’s such Pledgor Party's ownership of any such Patent, Trademark and Business Name or Copyright, its right to register the same, or to keep and maintain the same. (iic) Grantor shall provide a report to Agent each month Each Pledgor Party will take all necessary steps that are consistent with the practice in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency in any political subdivision of the United States or in any other country or any political subdivision thereof, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, application relating to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Business Names and/or Copyrights (now comprised within the Collateral and that is, in the Pledgor Party's reasonable judgment, material to the Business, and to obtain the relevant grant or hereafter existing)registration and to maintain each issued Patent and each registration of the Trademarks and Business Names and Copyrights that is comprised within the Collateral and that is, in the Pledgor Party's reasonable judgment, material to the Business, including the filing timely filings of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition and interference and cancellation proceedingsproceedings against third persons. (ivd) In the event that Grantor becomes aware that any Within fifteen (15) Business Days of its PatentJanuary 15 and July 15 of every year, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, Grantor each Pledgor Party shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material deliver to the conduct of its business or operations, after having exhausted negotiations or other attempts Pledgee a written notice identifying all Improvements to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages Intellectual Property comprised within the Collateral that were developed or otherwise acquired by such Pledgor Party during the previous six (6) month period and for which such infringementPledgor Party has (i) generated an invention disclosure or (ii) obtained a registration from, misappropriation or dilutionfiled an application to register such Improvement with, the United States Patent and shall take such Trademark Office or the United States Copyright Office (or any successor office or any similar office in any other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightcountry).

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify the Collateral Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving the Collateral Agent prior written notice thereof, and, upon registration and upon request of the Collateral Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark any and all applicable Intellectual Property Security Agreements as the Collateral Agent may reasonably request to evidence the Collateral Agent’s lien 's Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by the Collateral Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In , unless the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, applicable Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 6(a)(ix) herein. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any seek injunctive and all damages for such infringement, misappropriation or dilutionother appropriate relief and remedies, and shall take such other actions as the Collateral Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Purchaser immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor . In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Purchaser prior written notice thereof, and, upon request of AgentPurchaser, such Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent Purchaser may reasonably request to evidence Agent’s lien Purchaser's Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor . Grantors shall take all actions necessary or reasonably requested by Agent Purchaser to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) . In the event that Grantor becomes aware that any Collateral consisting of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agentcomply with Section 6(a)(ix) of this Security Agreement. Such Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent Purchaser shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor and NL shall provide a report reasonable notice to Agent each month in which it notifies Agent if it knows that Secured Party of any material change to any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns ), including information that such application or registration is reasonably expected to or may become abandoned abandoned, finally refused or dedicated to the public domainexpired or dedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and exclusively maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if Grantor, either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Secured Party prior written notice thereof, and, upon request of AgentSecured Party, Grantor shall execute and deliver Patent any and all applicable Notices of Security Agreements, Copyright Interests in Patents and Trademarks and Notices of Security Agreements or Trademark Security Agreements Interests in Copyrights as Agent Secured Party may reasonably request to evidence Agent’s lien Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor and NL shall take all actions necessary or reasonably requested by Agent Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits unless Grantor reasonably shall determine that such Copyright is not material to the conduct of use, affidavits of noncontestability and opposition and interference and cancellation proceedingsits business. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or the Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor shall promptly notify Agentcomply with Section 6(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent Secured Party shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except to the extent failure so to act would 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 (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating 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, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. . Except as would not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (iva) In or (b) of the event that definition of such term in the Credit Agreement, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any material item of its Intellectual Property may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (including, with respect to trade secrets, compromise its secrecy) or exclusively license any source code with respect to source code.. 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 shall take commercially reasonable steps to preserve and protect each item of its Intellectual Property in full force and effect. Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Patent, Trademark or Copyright Collateral is infringed upon Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in any material respect, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine its good faith business judgment that such Patent, Trademark or Copyright discontinuance is not material to desirable in the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightbusiness.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify the Bank immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if In the event any Grantor, either itself or through any agent, employee, licensee or designee, filed files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency then the relevant Grantor shall, within 45 days of the filing of such application notify, the Bank of such application, and, upon request of Agentthe Bank, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark any and all applicable Intellectual Property Security Agreements as Agent the Bank may reasonably request to evidence Agent’s lien the Bank's Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent the Bank to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In , unless the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, applicable Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent the Bank shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (ia) Grantor The Company shall provide a report to Agent each month in which it notifies Agent notify Trustee immediately if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright Intellectual Property (now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated material to the public domainoperation of its business or to Trustee exercising any of its rights and remedies in respect of the Collateral may become abandoned, or of any material adverse determination or development (including regarding the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s Company's ownership of any such Patent, Trademark or CopyrightIntellectual Property, its right to register the same, or to keep and maintain the samesame to the extent same is material to the Company's business or to Trustee exercising any of its rights and remedies in respect of the Collateral. (iib) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if the Company, either itself directly or through any agent, employee, licensee licencee or designee, filed file an application for the registration of any Patent, Trademark or Copyright Intellectual Property in respect of the operation of its business with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Trustee prior written notice thereof, and, upon request of AgentTrustee, Grantor the Company shall execute and deliver Patent Security Agreementsany and all security agreements, Copyright Security Agreements as Trustee may request (in its discretion or Trademark Security Agreements as Agent may reasonably acting upon a written request set forth in a Debentureholders' Instrument) to evidence Agent’s lien on Trustee's security interest, for the benefit of Secured Parties, in such Patent, Trademark or CopyrightIntellectual Property, and the General Intangibles of Grantor the Company relating thereto or represented thereby. (iiic) Grantor The Company shall take all actions necessary or reasonably requested by Agent Trustee (in its discretion or acting upon a written request set forth in a Debentureholders' Instrument) to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights Intellectual Property (now or hereafter existing)) which are material to the operation of its business or to Trustee exercising any of its rights and remedies in respect of the Collateral, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedingsall filings. (ivd) In the event that Grantor becomes aware that any of the Intellectual Property, which is material to the operation of the Company's business or to Trustee exercising any of its Patent, Trademark or Copyright rights and remedies in respect of the Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor the Company shall notify Trustee promptly notify Agentafter the Company learns thereof. Grantor The Company shall, unless it shall reasonably determine that such Patent, Trademark or Copyright Intellectual Property is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances Trustee requests (in its discretion or acting upon a written request set forth in a Debentureholders' Instrument) to protect such Patent, Trademark or CopyrightIntellectual Property.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Agents immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the samesame unless the same is not material to Grantor's business. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agents prior written notice thereof, and, upon request of either Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Administrative Agent may reasonably request to evidence such Agent’s lien 's Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by either Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agentcomply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as either Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Each Grantor shall provide a report notify Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s 's ownership of any such Patent, Trademark Trademark, or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements, Trademark Security Agreements or Trademark Intellectual Property Security Agreements as Agent may reasonably request to evidence Agent’s lien 's Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Each Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the its Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability non-contestability and opposition and interference and cancellation proceedingsproceedings provided that each such Grantor may, with the consent of Agent (such consent not to be unreasonably withheld), elect not to file or abandon, any application or registration or cease to use any Trademark which such Grantor deems to be no longer material to the conduct of their business or operations. (iv) In the event that any Grantor becomes aware knows or has reason to know that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agentcomply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall reasonably deem necessary or appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Each Grantor shall provide a report to notify Agent each month in which it notifies Agent promptly if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same, provided that no notification is required if such Patent, Trademark or Copyright is no longer useful to such Grantor’s business and, in the reasonable business judgment of such Grantor, has an insignificant economic value. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Each Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, except where failure to comply could not be reasonably expected to adversely affect in a material manner such Grantor’s ability to carry on its business as conducted as of the Closing Date or perform its obligations under any Loan Document to which it is a party, or such Patent, Trademark or Copyright is no longer useful to such Grantor’s business and, in the reasonable business judgment of such Grantor, has an insignificant economic value. (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agentcomply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, dilution and shall take such other actions as Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except to the extent not reasonably expected to have a Material Adverse Effect: (a) Each Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Grantor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent as reasonably necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark reasonably necessary to the normal conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark consistent with the quality of such products and services as of the date hereof, (iii) display such Trademark with notice of federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (c) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material Copyright reasonably necessary to the normal conduct of such Grantor’s business that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (d) Each Grantor shall provide a report to notify the Collateral Agent each month in which it notifies Agent promptly if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected material to the normal conduct of such Grantor’s business may imminently become abandoned abandoned, lost or dedicated to the public domainother than by expiration, or of any material materially adverse determination or development (including the institution ofdevelopment, or any such determination or development in, any proceeding excluding office actions and similar determinations in the United States Patent and Trademark Office, the United States Copyright Office Office, any court or any court) 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 to keep and maintain the same. (iie) Grantor shall provide a report to Agent each month in which it notifies Agent if Each Grantor, either itself or through any agent, employee, licensee or designee, filed an shall (i) inform the Collateral Agent on a quarterly basis of each application by itself, or through any agent, employee, licensee or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar comparable office or agencyagency in any other country filed during the preceding quarter, andand (ii) on a quarterly basis, upon request to the extent that there are applications of Agentthe type referenced in clause (i) above, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request an agreement substantially in the form of Exhibit III hereto to evidence the Collateral Agent’s lien on security interest in such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiif) Each Grantor shall take all actions necessary exercise its reasonable business judgment consistent with past practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or reasonably requested by Agent any comparable office or agency in any other country with respect to maintain maintaining and pursue prosecuting each applicationmaterial application relating to any Patent, to obtain Trademark and/or Copyright (and obtaining the relevant registration grant or registration) material to the normal conduct of such Grantor’s business and to maintain (i) each issued Patent and (ii) the registration registrations of each Trademark and each Copyright in each case that is material to the normal conduct of the Patentssuch Grantor’s business, Trademarks including, when applicable and Copyrights (now or hereafter existing)necessary in such Grantor’s reasonable business judgment, including the filing timely filings of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition and payment of maintenance fees, and, if any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedingsproceedings against third parties. (ivg) In the event that any Grantor becomes aware knows or has reason to know that any Article 9 Collateral consisting of its a Patent, Trademark or Copyright Collateral material to the normal conduct of its business has been or is infringed upon in any material respectabout to be materially infringed, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agent. Grantor the Collateral Agent and shall, unless if such Grantor deems it shall reasonably determine that necessary in its reasonable business judgment, promptly contact such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutionthird party, and shall if necessary in its reasonable business judgment, xxx and recover damages, and take such other actions as Agent shall deem necessary are reasonably appropriate under the circumstances circumstances. (h) Nothing in this Agreement prevents any Grantor from disposing of, discontinuing the use or maintenance of, failing to protect pursue, or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by the Credit Agreement if such Patent, Trademark or CopyrightGrantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent a failure to act could not reasonably be expected to have a Material Adverse Effect, with respect to any registration or pending application of each item of its Intellectual Property constituting Article 9 Collateral and for which such Grantor has standing and ability to do so, each Grantor agrees to take commercially reasonable efforts to (i) Grantor shall provide a report take all steps to Agent maintain the validity and enforceability of any United States registered Intellectual Property (or applications therefor) and to maintain such registrations and applications of Intellectual Property in full force and effect and (ii) pursue the registration of each month in which it notifies Agent if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now registration or hereafter existing) it owns application that is reasonably expected to become abandoned or dedicated material to the conduct of such Grantor’s business. Grantor shall take commercially reasonable steps to defend title to and ownership of its Intellectual Property that is material to the conduct of such Grantor’s business. Notwithstanding the foregoing, nothing in this Section 3.05 shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, abandoning, failing to pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the public domaindomain any of its issued, registered or applied-for Intellectual Property that is no longer used or useful, or of any material adverse determination or development (including the institution ofeconomically practicable to maintain, or any if such determination Grantor determines in its reasonable business judgment that such action or development in, any proceeding inaction is desirable in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership conduct of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the samebusiness. (iib) Each Grantor agrees that, should it obtain an ownership interest or a License in or to any Intellectual Property after the Issue Date the provisions of this Agreement shall provide automatically apply thereto. For the avoidance of doubt, a report to Agent each month security interest shall not be granted in which it notifies Agent if any Intellectual Property that constitutes Excluded Assets. (c) Each Grantor, either itself or through any agent, employee, licensee or designee, filed an application shall (i) whenever a certificate is delivered or required to be delivered pursuant to Section 4.04 of the Indenture, deliver to the Collateral Agent a schedule setting forth all of such Grantor’s issued, registered and applied-for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now Copyrights, in each case that are not listed on Schedule III hereto or hereafter existingon a schedule previously provided to the Collateral Agent pursuant to this Section 3.05(c) but excluding, for the avoidance of doubt, any Intellectual Property falling within the scope of the final sentence of Section 3.05(a), including the filing and (ii) within a reasonable time, with respect to any such Intellectual Property listed on such schedule that constitutes Article 9 Collateral, execute and deliver a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, in respect of applications for renewalsuch United States Patents, affidavits of use, affidavits of noncontestability Trademarks and opposition and interference and cancellation proceedingsCopyrights. (ivd) In connection with the event that Grantor becomes aware that any Collateral Agent’s exercise of its Patentremedies under Section 4.01, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, each Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material agrees to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions efforts to xxxxx cooperate with the Collateral Agent in any attempt to prosecute or maintain any material Intellectual Property (including, if appropriate, as determined by such Grantor in good faith) or xxx for infringement of any material Intellectual Property pursuant to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or CopyrightSection 4.01.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Such Grantor shall provide a report to notify Agent each month in which it notifies Agent immediately if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if such Grantor, either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, such Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien 's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Such Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue (and not abandon, except as is commercially reasonable in such Grantor's good faith judgment) each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, unless such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, each Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. 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 (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating 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, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. . Except as could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (iva) In or (b) of the event that definition of such term in the Credit Agreement, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its PatentIntellectual Property may lapse, Trademark or Copyright Collateral is infringed upon in any material respectbe terminated, or misappropriated become invalid or diluted by unenforceable or placed in the public domain (or in case of a third partytrade secret, lose its competitive value). 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 shall promptly notify Agenttake all steps to preserve and protect each item of its Intellectual Property, 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 as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. Nothing in this Agreement shall prevent any Grantor shallfrom disposing of, unless it shall reasonably determine discontinuing the use or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such Patent, Trademark or Copyright discontinuance is not material to desirable in the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightbusiness.

Covenants Regarding Patent, Trademark and Copyright Collateral. (ia) Grantor shall provide a report to Agent each month in which it notifies Agent notify Lender immediately if it knows or has reason to know that any application or registration relating to any registered Patentpatent, Trademark trademark or Copyright copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any such Patentpatent, Trademark trademark or Copyrightcopyright, its right to register the same, or to keep and maintain the same. (iib) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if Grantor, either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any Patentpatent, Trademark trademark or Copyright copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Lender prior written notice thereof, and, upon request of AgentLender, Grantor shall execute and deliver Patent Security Agreementsany and all patent security agreements, Copyright Security Agreements copyright security agreements or Trademark Security Agreements trademark security agreements as Agent Lender may reasonably request to evidence AgentLender’s lien Lien on such Patentpatent, Trademark trademark or Copyrightcopyright, and the General Intangibles general intangibles of Grantor relating thereto or represented thereby. (iiic) Grantor shall take all actions necessary or reasonably requested by Agent Lender to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patentspatents, Trademarks trademarks and Copyrights copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (ivd) In the event that Grantor becomes aware that any of its Patentthe patent, Trademark trademark or Copyright copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor shall notify Lender promptly notify Agentafter Grantor learns thereof. Grantor shall, unless it shall reasonably determine that such Patentpatent, Trademark trademark or Copyright copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent Lender shall deem necessary appropriate under the circumstances to protect such Patentpatent, Trademark trademark or Copyrightcopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Agent promptly if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same, except, in each case, with respect to Intellectual Property disposition allowed pursuant to Section 3.7(g)(v) of the Credit Agreement. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent written notice thereof within thirty (30) days of such filing, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions reasonably necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright is not in no way material to the conduct of its business or operations, after having exhausted negotiations except, in each case, with respect to Intellectual Property disposition allowed pursuant to Section 3.7(g)(v) of the Credit Agreement. (iv) In the event that a Grantor becomes aware that any of the Collateral consisting of Patents, Trademarks or other attempts Copyrights is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless such Grantor shall reasonably determine that such Collateral consisting of Patents, Trademarks or Copyrights is in no way material to resolve the disputeconduct of its business or operations, take commercially reasonable such action as it reasonably deems appropriate under the circumstances in response thereto, including bringing suit or taking other actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutionthereof, and shall take such other actions as Agent shall deem necessary appropriate under the circumstances to protect such PatentCollateral consisting of Patents, Trademark Trademarks or CopyrightCopyrights.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent failure so to act could not reasonably be expected to have a Material Adverse Effect and as otherwise permitted under 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 (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating 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, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. (ivb) In Except as could not reasonably be expected to have a Material Adverse Effect and as otherwise permitted under the event that Credit Agreement, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its PatentIntellectual Property may lapse, Trademark or Copyright Collateral is infringed upon in any material respectbe terminated, or misappropriated become invalid or diluted by unenforceable or placed in the public domain (or in case of a third partytrade secret, lose its competitive value). (c) Except where failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material take all steps to the conduct preserve and protect each item of its business or operationsIntellectual Property, after having exhausted negotiations or other attempts to resolve including maintaining the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover quality of any and all damages for such infringementproducts or services used or provided in connection with any of the Trademarks, misappropriation or dilutionconsistent with the quality of the products and services as of the Closing Date, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. (d) Each Grantor agrees that, should it obtain an ownership interest in any Intellectual Property after the Closing Date, (i) the provisions of this Agreement shall take automatically apply thereto and (ii) any such other actions as Agent Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall deem necessary under automatically become Intellectual Property subject to the circumstances to protect such Patent, Trademark or Copyrightterms and conditions of this Agreement.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In [, unless the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, applicable Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business]. (iv) In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent a failure 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 Second Lien Credit Agreement, with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing and ability to do so, each Grantor agrees to (i) Grantor shall provide a report take all steps to Agent maintain the validity and enforceability of any United States registered Intellectual Property (or applications therefor) and to maintain such registrations and applications of Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each month in which it notifies Agent if it knows that any application or registration relating to any registered United States Patent, United States Trademark or United States Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. (ivb) In Except as could not reasonably be expected to have a Material Adverse Effect of the event that type referred to in clause (a) or (b) of the definition of such term in the Second Lien Credit Agreement, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its PatentIntellectual Property may lapse, Trademark be terminated, or Copyright Collateral is infringed upon become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its trade secret status). (c) 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 Second Lien Credit Agreement, each Grantor shall take all steps to preserve and protect each item of its Intellectual Property, including maintaining the quality of any and all products or services provided in connection with or bearing any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps, to the extent required under applicable law in order to preserve the validity of the Trademarks, to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. (d) Each Grantor agrees that, should it obtain an ownership or other interest in any material respectIntellectual Property after the Effective Date, or misappropriated or diluted by (i) the provisions of this Agreement shall automatically apply thereto and (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, except, with respect to each (i) and (ii) above. If such Intellectual Property is obtained under a license from a third partyparty under which a security interest would not be permitted. (e) Notwithstanding the foregoing, nothing in this Section 3.05 or otherwise in this Agreement shall prevent any Grantor shall promptly notify Agent. from disposing of, discontinuing the use or maintenance of, abandoning, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property if such Grantor shall, unless it shall reasonably determine determines in its reasonable business judgment that such Patent, Trademark or Copyright discontinuance is not material to desirable in the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightbusiness.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Bird Rides agrees to take commercially reasonable steps to (i) Grantor maintain the validity and enforceability of any United States issued or registered Intellectual Property (or applications therefor) that is material to the conduct of Bird Rides’ business and to maintain such registrations and applications of such Intellectual Property in full force and effect and (ii) pursue the registration and, to the extent Bird Rides determines in its reasonable business judgment that maintenance of such Intellectual Property is desirable in the conduct of its business, maintenance of each patent, trademark or copyright registration or application included in the Intellectual Property of Bird Rides. Bird Rides shall provide a report take commercially reasonable steps to defend title to and ownership of any Intellectual Property that is owned by Bird Rides and is material to the conduct of Bird Rides’ business. (b) Bird Rides shall notify the Collateral Agent each month in which it notifies Agent as promptly as reasonably practicable if it knows knows, after due inquiry, that (i) any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns material Intellectual Property is reasonably expected likely to become forfeited, abandoned or dedicated to the public domainpublic, or of any material materially adverse determination or development related to such application or registration (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 courtcourt or tribunal in any country, but excluding any ordinary course office actions) regarding Grantor’s Bird Rides’ ownership of of, right to use, interest in, or the validity of, any such Patent, Trademark material Intellectual Property owned by Bird Rides or Copyright, its Bird Rides’ right to register the same, same or to keep own and maintain the samesame or (ii) any action or proceeding, to the extent such action is not dismissed within thirty (30) days, that seeks to limit or cancel, or challenge the validity of, any material Intellectual Property owned by Bird Rides or Bird Rides’ ownership interest therein is pending or, to the knowledge of Bird Rides, threatened. (c) Bird Rides agrees that, should it (i) obtain an ownership or other interest in any Intellectual Property after the date hereof, (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through file any agent, employee, licensee or designee, filed an application for the registration or issuance of any Patent, Trademark or Copyright Intellectual Property with the United States Patent and Trademark Office, Office or the United States Copyright Office Office, or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary file a Statement of Use or reasonably requested an Amendment to Allege Use with respect to any "intent-to-use" Trademark application owned by Agent to maintain and pursue each application, to obtain Bird Rides (the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights items in clauses (now or hereafter existingi), including (ii) and (iii), collectively, the filing “After- Acquired Intellectual Property”), then the provisions of applications for renewalthis Agreement shall automatically apply thereto and any such After-Acquired Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. For the avoidance of doubt, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon a security interest shall not be granted in any material respect, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine Intellectual Property that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightconstitutes an Excluded Asset.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating to any registered PatentIf such Grantor, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself directly or through any agent, employee, licensee or designee, filed files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, such Grantor shall give Agent prompt written notice thereof, and, upon request of Agent, such Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark any and all Intellectual Property Security Agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iiiii) Such Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue (and not abandon) each application, to obtain the relevant registration and to maintain the registration of each of the PatentsPatent, Trademarks Trademark and Copyrights Copyright (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, unless such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine in its good faith business judgment that such Patent, Trademark or Copyright is not material to the conduct of its business. (iii) In the event that such Grantor becomes aware that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, and such Grantor determines in its good faith business judgment to initiate a suit against such third party for infringement, misappropriation or operationsdilution, after having exhausted negotiations such Grantor shall notify Agent thereof and enter into a supplement to this Security Agreement, granting to Agent a Lien in the resulting commercial tort claim. Such Grantor shall, unless it shall determine otherwise in its good faith business judgment, promptly upon learning of such infringement, misappropriation or other attempts to resolve the disputedilution, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent such Grantor shall deem necessary appropriate in its good faith business judgment under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) 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 Indenture, with respect to registrations or pending applications of each item of its owned United States Intellectual Property, each Grantor agrees (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating to maintain the validity and enforceability of any registered owned United States Intellectual Property (or applications therefor) and to maintain such registrations and applications of such Intellectual Property in full force and effect and (ii) to pursue the registration and maintenance of each Patent, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainowned Intellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. (ivb) In Except as could not reasonably be expected to have a Material Adverse Effect of the event that type referred to in clause (a) or (b) of the definition of such term in the Indenture, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its Patentowned United States Intellectual Property may lapse, Trademark or Copyright Collateral is infringed upon in any material respectbe terminated, or misappropriated become invalid or diluted by unenforceable or placed in the public domain (or in case of a third partytrade secret, lose its competitive value). (c) 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 Indenture, each Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material take all steps to the conduct preserve and protect each item of its business or operationsowned United States Intellectual Property, after having exhausted negotiations or other attempts to resolve including maintaining the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover quality of any and all damages for such infringementproducts or services used or provided in connection with any of the Trademarks, misappropriation or dilutionconsistent 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 the applicable license’s terms with respect to the standards of quality. (d) Nothing in this Agreement shall take such other actions as Agent shall deem necessary under prevent any Grantor from disposing of, discontinuing the circumstances use or maintenance of, failing to protect such Patentpursue or otherwise allowing to lapse, Trademark terminate or Copyrightput into the public domain any of its Intellectual Property to the extent permitted in accordance with the provisions of the Indenture.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Collateral Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same, unless the applicable Grantor shall determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, without giving Collateral Agent prior written notice thereof, and, upon request of Collateral Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Collateral Agent may reasonably request to evidence Collateral Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent required under the Collateral Documents or applicable law to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In , unless the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, applicable Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Collateral Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Second Lien Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. 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 thereof, 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 (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating 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, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. . Except as could not reasonably be expected to have a Material Adverse Effect of the type referred to in clause (iva) In or (b) of the event that definition thereof, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its PatentIntellectual Property may lapse, Trademark or Copyright Collateral is infringed upon in any material respectbe terminated, or misappropriated become invalid or diluted by unenforceable or placed in the public domain. Except where failure to do so could not reasonably be expected to have a third partyMaterial Adverse Effect of the type referred to in clause (a) or (b) of the definition thereof, each Grantor shall promptly notify Agenttake all steps to preserve and protect each item of its Intellectual Property, 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 as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. Nothing in this Agreement shall prevent any Grantor shallfrom disposing of, unless it shall reasonably determine discontinuing the use or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted in accordance with the provisions of the Indenture if such Grantor determines in its reasonable business judgment that such Patent, Trademark or Copyright discontinuance is not material to desirable in the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightbusiness.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Collateral Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same, unless the applicable Grantor shall determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, without giving Collateral Agent prior written notice thereof, and, upon request of Collateral Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Collateral Agent may reasonably request to evidence Collateral Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent required under the Collateral Documents or applicable law to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In , unless the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, applicable Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Collateral Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Third Lien Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (ia) Grantor Pledgor shall provide a report to Agent each month in which it notifies Agent notify Bank immediately if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark trademark or Copyright copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding GrantorPledgor’s ownership of any such Patent, Trademark trademark or Copyrightcopyright, its right to register the same, or to keep and maintain the same. (iib) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if Pledgor, either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark trademark or Copyright copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Bank prior written notice thereof, and, upon request of AgentBank, Grantor Pledgor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements any and all other documents and instruments as Agent the Bank may reasonably request to evidence AgentBank’s lien Lien on such Patent, Trademark trademark or Copyrightcopyright, and the General Intangibles of Grantor Pledgor relating thereto or represented thereby. (iiic) Grantor Pledgor shall take all actions necessary or reasonably requested by Agent Bank to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks trademarks and Copyrights copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (ivd) In the event that Grantor becomes aware that any of its the Patent, Trademark trademark or Copyright copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor Pledgor shall notify Bank promptly notify Agentafter Pledgor learns thereof. Grantor Pledgor shall, unless it shall reasonably determine that such Patent, Trademark trademark or Copyright copyright Collateral is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent Bank shall deem necessary appropriate under the circumstances to protect such Patent, Trademark trademark or Copyrightcopyright Collateral. (e) So long as no Event of Default shall exist, notwithstanding anything in this Section 4.9 or Section 4.10 to the contrary, Pledgor shall not be required to register any Patent, trademark or copyright so long as the Borrower is taking reasonable steps to ensure that each such Patent, trademark or copyright is otherwise protected.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor The Borrowers shall provide a report notify Administrative Agent promptly if any Borrower knows or has reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantorany Borrower’s ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if Promptly after any Borrower, either itself or through any agentthe Administrative Agent, employee, licensee or designee, filed files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agencyOffice, the Borrowers shall give the Administrative Agent written notice of such filing and, upon request of the Administrative Agent, Grantor such Borrower shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Administrative Agent may reasonably request to evidence Administrative Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor such Borrower relating thereto or represented thereby. (iii) Grantor The Borrowers shall take all actions necessary or reasonably requested by the Administrative Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedingsproceedings unless such Borrower reasonably determines that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations. (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor such Borrower shall promptly notify Agentcomply with Section 10.2(a)(viii) of this Agreement. Grantor Such Borrower shall, unless it shall such Borrower reasonably determine determines that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Administrative Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Lender immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s 's ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any material Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Lender prior written notice thereof, and, upon request of AgentLender, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent Lender may reasonably request to evidence Agent’s lien Lender's Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent Lender to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the material Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, each at Grantor's expense. (iv) In the event that Grantor becomes aware that any of its the material Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agentcomply with Section 5(a)(v) of this Security Agreement. Such Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent Lender shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Each Grantor shall provide a report to notify Agent each month in which it notifies Agent promptly if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns may become abandoned, cancelled, or declared invalid, or if any such Copyright or Trademark or the invention disclosed in any such Patent is reasonably expected to become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, in any proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, in analogous offices or agencies in other countries or in any court) court regarding any Grantor’s ownership of any such Copyright, Patent, Trademark or CopyrightTrademark, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if If any Grantor, either itself or through any agent, employee, licensee or designee, filed applies for a Patent or files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar analogous office or agencyagency in any other country or any political subdivision thereof or otherwise obtains rights in any Patent, Trademark or Copyright, such Grantor will promptly inform Agent, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreementsany and all agreements, Copyright Security Agreements or Trademark Security Agreements instruments, documents, and papers as Agent may reasonably request to evidence Agent’s lien on security interest in such Patent, Trademark or Copyright, Patent or Trademark and the General Intangibles Intangibles, including, without limitation, in the case of Grantor Trademarks, the goodwill of the Grantors, relating thereto or represented thereby; provided that no Grantor shall have any such duty where a Grantor’s Copyright, Patent or Trademark rights in its application would be jeopardized by such action, including, but not limited to, the assignment of an “intent-to-use” Trademark application filed under 15 U.S.C. § 1051(b). (iii) Grantor shall Each Grantor, consistent with the reasonable conduct and protection of its business, will take all reasonable actions necessary or reasonably requested by Agent to maintain prosecute vigorously each application and pursue each application, to attempt to obtain the relevant broadest Patent or registration of a Trademark or Copyright therefrom and to maintain each Patent, Trademark registration, and Copyright registration which is material to the registration conduct of each of the any Grantor’s business, including, without limitation, with respect to Patents, Trademarks and Copyrights (now or hereafter existing)payments of required maintenance fees, including the and, with respect to Trademarks, filing of applications for renewal, affidavits of use, and affidavits of noncontestability incontestability. In the event that any Grantor fails to take any of such actions, Agent may do so in any Grantor’s name or in Agent’s name and opposition and interference and cancellation proceedingsall reasonable expenses incurred by Agent in connection therewith shall be paid by the applicable Grantor. (iv) Each Grantor shall use its reasonable efforts to detect infringers of the Copyrights, Patents, and Trademarks which are material to the conduct of any Grantor’s business. In the event that Grantor becomes aware that any of its Patentthe Copyrights, Trademark or Copyright Collateral is infringed upon in any material respectPatents, or misappropriated Trademarks is infringed, misappropriated, or diluted by a third party, any Grantor shall notify Agent promptly notify Agent. Grantor after it learns thereof and shall, unless it shall reasonably determine that if such PatentCopyrights, Trademark Patents, or Copyright is not Trademarks are material to the conduct of its business or operationsany Grantor’s business, after having exhausted negotiations or other attempts to resolve the dispute, promptly take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances appropriate action to protect such PatentCopyrights, Trademark Patents, or CopyrightTrademarks. In the event that any Grantor fails to take any such actions, Agent may do so in any Grantor’s name or Agent’s name and all reasonable expenses incurred by Agent in connection therewith shall be paid by any Grantor.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor shall provide a report to notify Agent each month in which it notifies Agent promptly if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns may become abandoned, cancelled, or declared invalid, or if any such Copyright or Trademark or the invention disclosed in any such Patent is reasonably expected to become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, in any proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, in analogous offices or agencies in other countries or in any court) court regarding Grantor’s ownership of any such PatentCopyright, Trademark Patent or CopyrightTrademark, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if If Grantor, either itself or through any agent, employee, licensee or designee, filed applies for a Patent or files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar analogous office or agencyagency in any other country or any political subdivision thereof or otherwise obtains rights in any Patent, Trademark or Copyright, Grantor will promptly inform Agent, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreementsany and all agreements, Copyright Security Agreements or Trademark Security Agreements instruments, documents, and papers as Agent may reasonably request to evidence Agent’s lien on security interest in such Patent, Trademark or Copyright, Patent or Trademark and the General Intangibles Intangibles, including, without limitation, in the case of Grantor Trademarks, the goodwill of Grantor, relating thereto or represented thereby; provided that Grantor shall have no such duty where Grantor’s Copyright, Patent or Trademark rights in its application would be jeopardized by such action, including, but not limited to, the assignment of an “intent-to-use” Trademark application filed under 15 U.S.C. § 1051(b). (iii) Grantor shall Grantor, consistent with the reasonable conduct and protection of its business, will take all reasonable actions necessary or reasonably requested by Agent to maintain prosecute vigorously each application and pursue each application, to attempt to obtain the relevant broadest Patent or registration of a Trademark or Copyright therefrom and to maintain each Patent, Trademark registration and Copyright registration which is material to the registration conduct of each of the Grantor’s business, including, without limitation, with respect to Patents, Trademarks and Copyrights (now or hereafter existing)payments of required maintenance fees, including the and, with respect to Trademarks, filing of applications for renewal, affidavits of use, use and affidavits of noncontestability incontestability. In the event that Grantor fails to take any of such actions, Agent may do so in Grantor’s name or in Agent’s name and opposition and interference and cancellation proceedingsall reasonable expenses incurred by Agent in connection therewith shall be paid by Grantor. (iv) Grantor shall use its reasonable efforts to detect infringers of the Copyrights, Patents, and Trademarks which are material to the conduct of Grantor’s business. In the event that Grantor becomes aware that any of its Patentthe Copyrights, Trademark or Copyright Collateral is infringed upon in any material respectPatents, or misappropriated Trademarks is infringed, misappropriated, or diluted by a third party, Grantor shall notify Agent promptly notify Agent. Grantor after it learns thereof and shall, unless it shall reasonably determine that if such PatentCopyrights, Trademark Patents, or Copyright is not Trademarks are material to the conduct of its business or operationsGrantor’s business, after having exhausted negotiations or other attempts to resolve the dispute, promptly take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances appropriate action to protect such PatentCopyrights, Trademark Patents, or CopyrightTrademarks. In the event that Grantor fails to take any such actions, Agent may do so in Grantor’s name or Agent’s name and all reasonable expenses incurred by Agent in connection therewith shall be paid by Grantor.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien 's Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In , unless the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, applicable Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) promptly sue for infringement, misappropriation or dilution and to recover rexxxer any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent failure so to act could not reasonably be expected to have a Material Adverse Effect and as otherwise permitted under 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 (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating 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, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. (ivb) In Except as could not reasonably be expected to have a Material Adverse Effect and as otherwise permitted under the event that Credit Agreement, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its PatentIntellectual Property may lapse, Trademark or Copyright Collateral is infringed upon in any material respectbe terminated, or misappropriated become invalid or diluted by unenforceable or placed in the public domain (or in case of a third partytrade secret, lose its competitive value). (c) Except where failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material take all steps to the conduct preserve and protect each item of its business or operationsIntellectual Property, after having exhausted negotiations or other attempts to resolve including maintaining the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover quality of any and all damages for such infringementproducts or services used or provided in connection with any of the Trademarks, misappropriation or dilutionconsistent with the quality of the products and services as of the Restatement Effective Date, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. (d) Each Grantor agrees that, should it obtain an ownership interest in any Intellectual Property after the Restatement Effective Date, (i) the provisions of this Agreement shall take automatically apply thereto and (ii) any such other actions as Agent Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall deem necessary under automatically become Intellectual Property subject to the circumstances terms and conditions of this Agreement. (e) Notwithstanding anything to protect such Patentthe contrary in this Agreement, Trademark nothing in this Agreement shall prevent any Grantor from any Disposition of, abandoning, discontinuing the use or Copyrightmaintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by the Credit Agreement.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not do any act or omit to do any act whereby any Patent which constitutes Article 9 Collateral that is material to the conduct of its business would become invalidated or dedicated to the public. (b) Each Grantor will, for each Trademark which constitutes Article 9 Collateral and is material to the conduct of 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 to the extent necessary and sufficient in its reasonable business judgment to establish and preserve its material rights under applicable law, (iii) display such Trademark with appropriate notice to the extent necessary and sufficient in its reasonable judgment to establish and preserve its material rights under applicable law and (iv) not knowingly use 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 which constitutes Article 9 Collateral and is material to the conduct of its 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 material rights under applicable copyright laws. (d) Each Grantor shall provide a report to notify the Notes Collateral Agent each month in which it notifies Agent promptly if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is material to the conduct of its business could reasonably be expected to become abandoned abandoned, lost or dedicated to the public domainpublic, or of any material materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any courtcourt 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. (iie) Grantor shall provide a report to Agent each month in which it notifies Agent if In the event any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of with respect to any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or in any similar office other country or agencyany political subdivision thereof, and, upon request of Agent, such Grantor shall promptly but in no event more than 45 days thereafter, inform the Notes Collateral Agent and execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on a grant of security interest in such Patent, Trademark or CopyrightCopyright in the form of Exhibits II, III or IV, as applicable, and each Grantor hereby appoints the General Intangibles Notes Collateral Agent as its attorney-in-fact to execute and file such writings as are reasonably necessary for the foregoing purposes, all acts of Grantor relating thereto such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until the principal of, accrued and unpaid interest, and premium, if any, on the Notes, and all other Notes Obligations (other than indemnities described in Section 7.03 hereof and in the other provisions of the Indenture or represented therebyany other Notes Collateral Documents which are not then due and payable) incurred hereunder and under the Indenture or any other Notes Collateral Documents are paid in full. (iiif) Each Grantor shall will take all actions 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 reasonably requested by Agent 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 applicationregistration or application that is material to the conduct of its business relating to the Patents, Trademarks and/or Copyrights in the Article 9 Collateral (and to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights grant or registration) including (now or hereafter existing), including the filing a) timely filings of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition and payment of maintenance fees; (b) if consistent with good business judgment initiating opposition, interference and cancellation proceedingsproceedings against third parties; and (c) refraining from the abandonment of any filing of affidavit of use or any application of renewal prior to the exhaustion of all administrative and judicial remedies. (ivg) In the event that any Grantor becomes aware knows that any Article 9 Collateral consisting of Intellectual Property material to the conduct of its Patentbusiness is or has been infringed, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, such Grantor promptly shall promptly notify Agent. Grantor the Notes Collateral Agent and shall, unless it shall reasonably determine that if consistent with good business judgment, prosecute its rights in such PatentIntellectual Property diligently, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) including promptly suing for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondilution (and taking any actions required by applicable law prior to instituting such suit), and shall take taking such other actions as Agent shall deem necessary are appropriate under the circumstances to protect such Patent, Trademark or Copyright.Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify SCIL Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns that is reasonably expected material to the conduct of its business may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such Patent, Trademark or CopyrightCopyright that is material to the conduct of its business, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving SCIL Agent prior written notice thereof, and, upon request of SCIL Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as SCIL Agent may reasonably request to evidence SCIL Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by SCIL Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In , unless the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, applicable Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that a Grantor becomes aware of any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall notify SCIL Agent of the same and, unless such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operationsas otherwise consented by SCIL Agent, after having exhausted negotiations shall enter into a supplement to this Security Agreement granting to SCIL Agent a Lien on a commercial tort claim (as defined in the Code) related thereto. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or other attempts Copyright Collateral is not material to resolve the disputeconduct of its business, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as SCIL Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Each Grantor shall provide a report to Agent each month agrees that should it obtain an ownership interest in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any material Patent, Trademark or Copyright Copyright, such Grantor will provide the Agent with the United States Patent prompt written notice thereof, and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, such Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the material Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its material Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agent. Such Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operations, after having exhausted negotiations promptly xxx or take other attempts actions reasonably necessary to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for protect against such infringement, misappropriation or dilution, and to recover damages therefor, and shall take such other actions as Agent shall reasonably deem necessary appropriate under the circumstances to protect any such material Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Such Grantor shall provide a report to notify Collateral Agent each month in which it notifies Agent immediately if it knows or has reason to know that any application or registration relating to any registered Significant Patent, Significant Trademark or Significant Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s ownership of any such Significant Patent, Significant Trademark or Significant Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if Upon any Grantor, either itself or through any agent, employee, licensee or designee, filed filing an application for the registration of any Significant Patent, Significant Trademark or Significant Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, such Grantor shall will give the Collateral Agent written notice within fifteen (15) days thereof and promptly thereafter execute and deliver Patent Security Agreementsany and all patent security agreements, Copyright Security Agreements copyright security agreements or Trademark Security Agreements trademark security agreements as Collateral Agent may reasonably request to evidence Collateral Agent’s lien Lien on such Significant Patent, Significant Trademark or Significant Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Such Grantor shall take all actions necessary or reasonably requested by Collateral Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of of, each of the Significant Patents, Significant Trademarks and Significant Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability no contestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patentthe Significant Patents, Trademark Significant Trademarks or Copyright Collateral is Significant Copyrights are infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 8 of this Security Agreement. Such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Significant Patent, Significant Trademark or Significant Copyright.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees to take commercially reasonable steps to (i) maintain the validity and enforceability of any Canadian issued or registered Intellectual Property (or applications therefor) that is material to the conduct of such Grantor’s business and to maintain such registrations and applications of such Intellectual Property in full force and effect and (ii) pursue the registration and, to the extent such Grantor determine in its reasonable business judgment that maintenance of such Intellectual Property is desirable in the conduct of its business, maintenance of each patent, trademark or copyright registration or application included in the Intellectual Property of such Grantor. Each Grantor shall provide a report take commercially reasonable steps to defend title to and ownership of any Intellectual Property that is owned by such Grantor and is material to the conduct of such Grantor’s business. (b) Each Grantor shall notify the Collateral Agent each month in which it notifies Agent as promptly as reasonably practicable if it knows knows, after due inquiry, that (i) any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns material Intellectual Property is reasonably expected likely to become forfeited, abandoned or dedicated to the public domainpublic, or of any material materially adverse determination or development related to such application or registration (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office or in any courtsimilar office or agency or any court or tribunal in any country, but excluding any ordinary course office actions) regarding such Grantor’s ownership of of, right to use, interest in, or the validity of, any material Intellectual Property owned by such Patent, Trademark Grantor or Copyright, its such Grantor’s right to register the same, same or to keep own and maintain the samesame or (ii) any action or proceeding, to the extent such action is not dismissed within thirty (30) days, that seeks to limit or cancel, or challenge the validity of, any material Intellectual Property owned by such Grantor or such Grantor’s ownership interest therein is pending or, to the knowledge of such Grantor, threatened. (c) Each Grantor agrees that, should it (i) obtain an ownership or other interest in any Intellectual Property after the date hereof, or (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through file any agent, employee, licensee or designee, filed an application for the registration or issuance of any Patent, Trademark or Copyright Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office or in any similar office or agency, and, upon request of Agent, Grantor shall execute agency within Canada (the items in clauses (i) and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existingii), including collectively, the filing “After-Acquired Intellectual Property”), then the provisions of applications for renewalthis Agreement shall automatically apply thereto and any such After-Acquired Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. For the avoidance of doubt, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon a security interest shall not be granted in any material respect, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine Intellectual Property that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightconstitutes an Excluded Asset.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor shall provide a report to notify Agent each month in which it notifies Agent immediately if it knows or has reason to know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any material Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, each Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the material Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, unless such Grantor shall determine that such Patent, Trademark or Copyright is no longer material to the conduct of its business. (iv) In the event that Grantor becomes aware that any of its the material Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agentcomply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless it such Grantor shall reasonably determine that such material Patent, Trademark or Copyright Collateral is not no longer material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary appropriate under the circumstances to protect such material Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Lender promptly if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patentmaterial patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such Patentpatent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patentmaterial patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Lender prior written notice thereof, and, upon request of AgentLender, Grantor shall execute and deliver Patent any and all security agreements in respect of such Intellectual Property (the “Intellectual Property Security Agreements, Copyright Security Agreements or Trademark Security Agreements ”) and supplements hereto as Agent Lender may reasonably request to evidence AgentLender’s lien Lien on such Patentpatent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent Lender to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patentsmaterial patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright the material Intellectual Property Collateral is believed by Grantor to be infringed upon in any material respectupon, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agent. give notice thereof to Lender and to the extent applicable comply with Section 5(a)(ix) of this Security Agreement and such Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright Intellectual Property Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and dilution, to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions to enforce its right and protect such Intellectual Property Collateral whether by action, suit, proceeding or otherwise and take any and all other actions as Agent Lender shall deem necessary or appropriate under the circumstances to protect such Patent, Trademark or CopyrightIntellectual Property Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) i. Each Grantor shall provide a report to notify Agent each month as soon as possible, but in which it notifies Agent any event within two (2) Business Days if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the samesame unless such Grantor shall determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (ii) Grantor . In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, such Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) . Each Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it such Grantor shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. iv. In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, each Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operations, after having exhausted negotiations promptly take action to protect such Patent, Trademark or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx Copyright Collateral (including, if appropriatebut not limited to, to xxx for) suing for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution), and shall take such other actions as Agent shall reasonably deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Credit Parties shall provide a report notify Administrative Agent promptly if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s any Credit Party's ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if Promptly after any Credit Party, either itself or through any agentthe Administrative Agent, employee, licensee or designee, filed files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agencyOffice, Credit Party shall give Administrative Agent written notice of such filing and, upon request of Administrative Agent, Grantor Credit Party shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Administrative Agent may reasonably request to evidence Administrative Agent’s lien 's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor such Credit Party relating thereto or represented thereby. (iii) Grantor Credit Parties shall take all actions necessary or reasonably requested by Administrative Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings.proceedings unless such Credit Party reasonably determines that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor such Credit Party shall promptly notify Agentcomply with Section 10.2(a)(ix) of this Agreement. Grantor Such Credit Party shall, unless it shall such Credit Party reasonably determine determines that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Administrative Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) 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 (i) Grantor shall provide a report to Agent maintain the validity and enforceability of any such 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 month in which it notifies Agent if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. (ivb) In Except as could not reasonably be expected to have a Material Adverse Effect of the event that type referred to in clause (a) or (b) of the definition of such term in the Credit Agreement, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its PatentIntellectual Property may lapse, Trademark be terminated, or Copyright Collateral is infringed upon 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 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 shall take all steps to preserve and protect each item of its Intellectual Property, 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 as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. (d) Each Grantor agrees that, should it obtain an ownership or other interest in any material respectIntellectual Property after the Effective Date, (i) the provisions of this Agreement shall automatically apply thereto and (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. (e) Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use or misappropriated maintenance of, failing to pursue or diluted otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by a third party, the Credit Agreement if such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine determines in its reasonable business judgment that such Patent, Trademark or Copyright discontinuance is not material to desirable in the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightbusiness.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except to the extent a failure 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 and ability to do so, each Grantor agrees to take commercially reasonable efforts to (i) Grantor shall provide a report take all steps to Agent maintain the validity and enforceability of any United States registered Intellectual Property (or applications therefor) and to maintain such registrations and applications of Intellectual Property in full force and effect and (ii) pursue the registration and maintenance of each month in which it notifies Agent if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now registration or hereafter existing) it owns application that is reasonably expected to become abandoned or dedicated material to the conduct of such Grantor’s business. Each Grantor shall take all commercially reasonable steps to defend title to and ownership of its Intellectual Property that is material to the conduct of such Grantor’s business. Notwithstanding the foregoing, nothing in this Section 3.05 shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, abandoning, failing to pursue or enforce or otherwise allowing to lapse, terminate, be invalidated or put into the public domaindomain any of its registered or applied for Intellectual Property that is no longer used or useful, or of any material adverse determination or development (including the institution ofeconomically practicable to maintain, or any if such determination or development in, any proceeding Grantor determines in its reasonable business judgment that such discontinuance is desirable in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership conduct of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the samebusiness. (b) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property after the Closing Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) Grantor any such Intellectual Property shall provide automatically become Intellectual Property subject to the terms and conditions of this Agreement, except, with respect to each of (i) and (ii) above, if such Intellectual Property is obtained under a report to Agent each month license 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 which it notifies Agent if any Intellectual Property that constitutes an Excluded Asset. (c) Each Grantor, either itself or through any agent, employee, licensee or designee, filed 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 registered and applied for the registration of any PatentPatents, Trademark or Trademarks, Copyrights and exclusive Copyright with the Licenses to United States Patent registered Copyrights that are not listed on Schedule II hereto or on a schedule previously provided to the Collateral Agent pursuant to this Section 3.05(c), and Trademark Office, (ii) within a reasonable time following the United States Copyright Office or any similar office or agency, and, upon request of the Collateral Agent, Grantor shall execute and deliver a Patent Security AgreementsAgreement, Trademark Security Agreement or Copyright Security Agreements or Trademark Security Agreements Agreement, as applicable, in respect of such Patents, Trademarks, Copyrights and Copyright Licenses, and any and all other agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence Agent’s lien on and perfect the Security Interest in such Patent, Trademark registered or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the applied for Patents, Trademarks and or Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or CopyrightLicenses.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Credit Parties shall provide a report notify Administrative Agent promptly if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantorany Credit Party’s ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if Promptly after any Credit Party, either itself or through any agentthe Administrative Agent, employee, licensee or designee, filed files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agencyOffice, Credit Party shall give Administrative Agent written notice of such filing and, upon request of Administrative Agent, Grantor Credit Party shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Administrative Agent may reasonably request to evidence Administrative Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor such Credit Party relating thereto or represented thereby. (iii) Grantor Credit Parties shall take all actions necessary or reasonably requested by Administrative Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings.proceedings unless such Credit Party reasonably determines that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor such Credit Party shall promptly notify Agentcomply with Section 10.2(a)(ix) of this Agreement. Grantor Such Credit Party shall, unless it shall such Credit Party reasonably determine determines that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Administrative Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. i. Grantors shall notify Agent as soon as possible, but in any event within two (i2) Grantor shall provide a report business days, if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor . In no event shall provide a report to Agent each month in which it notifies Agent if Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor . Grantors shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it the applicable Grantor shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. iv. In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, after having exhausted negotiations promptly take action to protect such Patent, Trademark or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx Copyright Collateral (including, if appropriatebut not limited to, to xxx for) suing for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution), and shall take such other actions as Agent shall reasonably deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Agent immediately if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns that is reasonably expected material to the conduct of its business may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding any Grantor’s 's ownership of any such Patent, Trademark or CopyrightCopyright that is material to the conduct of its business, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, Grantor shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien 's Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability non-contestability and opposition and interference and cancellation proceedings. (iv) In , unless the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, applicable Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that a Grantor becomes aware of any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall notify Agent of the same and, unless such Patent, Trademark or Copyright Collateral is not material to the conduct of its business or operationsas otherwise consented by Agent, after having exhausted negotiations shall enter into a supplement to this Security Agreement granting to Agent a Lien on a commercial tort claim (as defined in the Code) related thereto. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or other attempts Copyright Collateral is not material to resolve the disputeconduct of its business, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx axxxx (including, if appropriate, to xxx sxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyright.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor shall provide a report to Agent each month in which it notifies Agent notify Secured Party immediately if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to or may become abandoned abandoned, finally refused or dedicated to the public domainexpired or dedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and exclusively maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if Grantor, either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Secured Party prior written notice thereof, and, upon request of AgentSecured Party, Grantor shall execute and deliver Patent any and all applicable Notices of Security Agreements, Copyright Interests in Patents and Trademarks and Notices of Security Agreements or Trademark Security Agreements Interests in Copyrights as Agent Secured Party may reasonably request to evidence Agent’s lien Secured Party's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent Secured Party to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of continued use, affidavits of noncontestability incontestability and opposition and interference and cancellation proceedings, unless Grantor reasonably shall determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor shall promptly notify Agentcomply with Section 5(a)(viii) of this Security Agreement. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) promptly sue for infringement, misappropriation xisappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent Secured Party shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral. (v) Concurrently herewith, Grantor shall deliver to Secured Party (A) a written notice in the form of Exhibit 5(c)(v)(A) (a "Notice of Security Interest in Patents and Trademarks") in respect of all Patents and Trademarks in which such Grantor has an interest (including by way of an exclusive license), for filing with the United States Patent and Trademark Office, (B) a written notice in the form of Exhibit 5(c)(v)(B) (a "Notice of Security Interest in Copyrights") in respect of all Copyrights in which such Grantor has an interest (including by way of an exclusive license), for filing with the United States Copyright Office, and (C) all other supplemental documentation necessary to perfect the security interest granted hereby with respect to all Intellectual Property for filing in the appropriate governmental office, including any foreign office in which any such Intellectual Property may be registered or otherwise on file, in each case, duly completed and executed.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Credit Agreement and, after the termination of the Credit Agreement and the First Lien Intercreditor Agreement, each Other First Lien Agreement: (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent material to the normal conduct of such Pledgor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent as necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each Trademark material to the normal conduct of such Pledgor’s business, (i) Grantor maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (c) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material Copyright necessary to the normal conduct of such Pledgor’s business that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (d) Each Pledgor shall provide a report to notify the Agent each month in which it notifies Agent promptly if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected material to the normal conduct of such Pledgor’s business may imminently become abandoned abandoned, lost or dedicated to the public domainpublic, or of any material 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 United States Copyright Office Office, any court or any court) similar office of any country, regarding Grantorsuch Pledgor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same, or to keep and maintain the same. (iie) Grantor shall provide a report to Agent each month in which it notifies Agent if Each Pledgor, either itself or through any agent, employee, licensee or designee, filed shall (i) inform the Agent on an application annual basis at the time of delivery of financial statements for such year (commencing with the financial statements for the fiscal year ended December 31, 2014) of each application by itself, or through any agent, employee, licensee or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar comparable office or agencyagency in any other country filed during the preceding twelve-month period, and, and (ii) upon the reasonable request of the Agent, Grantor shall execute and deliver Patent Security Agreementsany and all agreements, Copyright Security Agreements or Trademark Security Agreements instruments, documents and papers as the Agent may reasonably request to evidence the Agent’s lien on security interest in such United States federally registered or pending Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiif) Grantor Each Pledgor shall take all actions necessary 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 reasonably requested by Agent any comparable office or agency in any other country with respect to maintain maintaining and pursue pursuing each applicationmaterial application relating to any Patent, to obtain Trademark and/or Copyright (and obtaining the relevant registration grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registration registrations of each Trademark and each Copyright that is material to the normal conduct of the Patentssuch Pledgor’s business, Trademarks including, when applicable and Copyrights (now or hereafter existing)necessary in such Pledgor’s reasonable business judgment, including the filing timely filings of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedingsproceedings against third parties. (ivg) In the event that Grantor becomes aware any Pledgor knows or has reason to know that any Article 9 Collateral consisting of its a Patent, Trademark or Copyright Collateral material to the normal conduct of its business has been or is infringed upon in any material respectabout to be materially infringed, or misappropriated or diluted by a third party, Grantor such Pledgor shall promptly notify Agent. Grantor the Agent and shall, unless if such Pledgor deems it shall reasonably determine that such Patentnecessary in its reasonable business judgment, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and shall take such other actions as Agent shall deem necessary 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 PatentPledgor’s right, Trademark title and interest thereunder to (in the Agent’s sole discretion) the designee of the Agent or Copyrightthe Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except to the extent not reasonably expected to have a Material Adverse Effect: (a) Each Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Grantor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products covered by any such Patent as reasonably necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark reasonably necessary to the normal conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark consistent with the quality of such products and services as of the date hereof, (iii) display such Trademark with notice of federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in violation of any third-party rights. (c) Each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a material Copyright reasonably necessary to the normal conduct of such Grantor’s business that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (d) Each Grantor shall provide a report to notify the Collateral Agent each month in which it notifies Agent promptly if it knows that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected material to the normal conduct of such Grantor’s business may imminently become abandoned abandoned, lost or dedicated to the public domainother than by expiration, or of any material materially adverse determination or development (including the institution ofdevelopment, or any such determination or development in, any proceeding excluding office actions and similar determinations in the United States Patent and Trademark Office, the United States Copyright Office Office, any court or any court) 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 to keep and maintain the same. (iie) Grantor shall provide a report to Agent each month in which it notifies Agent if Each Grantor, either itself or through any agent, employee, licensee or designee, filed an shall (i) inform the Collateral Agent on a quarterly basis of each application by itself, or through any agent, employee, licensee or designee, for any Patent with the United States Patent and Trademark Office and each registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar comparable office or agencyagency in any other country filed during the preceding quarter, andand (ii) on a quarterly basis, upon request to the extent that there are applications of Agentthe type referenced in clause (i) above, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request an agreement substantially in the form of Exhibit II hereto to evidence the Collateral Agent’s lien on security interest in such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iiif) Each Grantor shall take all actions necessary exercise its reasonable business judgment consistent with past practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or reasonably requested by Agent any comparable office or agency in any other country with respect to maintain maintaining and pursue prosecuting each applicationmaterial application relating to any Patent, to obtain Trademark and/or Copyright (and obtaining the relevant registration grant or registration) material to the normal conduct of such Grantor’s business and to maintain (i) each issued Patent and (ii) the registration registrations of each Trademark and each Copyright in each case that is material to the normal conduct of the Patentssuch Grantor’s business, Trademarks including, when applicable and Copyrights (now or hereafter existing)necessary in such Grantor’s reasonable business judgment, including the filing timely filings of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition and payment of maintenance fees, and, if any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedingsproceedings against third parties. (ivg) In the event that any Grantor becomes aware knows or has reason to know that any Article 9 Collateral consisting of its a Patent, Trademark or Copyright Collateral material to the normal conduct of its business has been or is infringed upon in any material respectabout to be materially infringed, or misappropriated or diluted by a third party, such Grantor shall promptly notify Agent. Grantor the Collateral Agent and shall, unless if such Grantor deems it shall reasonably determine that necessary in its reasonable business judgment, promptly contact such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutionthird party, and shall if necessary in its reasonable business judgment, xxx and recover damages, and take such other actions as Agent shall deem necessary are reasonably appropriate under the circumstances circumstances. (h) Nothing in this Agreement prevents any Grantor from disposing of, discontinuing the use or maintenance of, failing to protect pursue, or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by the Credit Agreement if such Patent, Trademark or CopyrightGrantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Such Grantor shall provide a report to Agent each month in which it notifies Agent notify Lender immediately if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if such Grantor, either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Lender prior written notice thereof, and, upon request of AgentLender, such Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark any and all Intellectual Property Security Agreements as Agent Lender may reasonably request to evidence AgentLender’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Such Grantor shall take all actions necessary or reasonably requested by Agent Lender to maintain and pursue each applicationapplication filed by such Grantor for a Patent, Trademark or Copyright, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, unless such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightbusiness.

Covenants Regarding Patent, Trademark and Copyright Collateral. (ia) Grantor shall provide a report to Agent each month in which it notifies Agent notify Lender immediately if it knows or has reason to know that any application or registration relating to any registered Patentpatent, Trademark trademark or Copyright copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, ; or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any such Patentpatent, Trademark trademark or Copyrightcopyright, its right to register the same, or to keep and maintain the same. (iib) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if Grantor, either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any Patentpatent, Trademark trademark or Copyright copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Lender prior written notice thereof, and, upon request of AgentLender, Grantor shall execute and deliver Patent Security Agreementsany and all patent security agreements, Copyright Security Agreements copyright security agreements or Trademark Security Agreements trademark security agreements as Agent Lender may reasonably request to evidence AgentLender’s lien Lien on such Patentpatent, Trademark trademark or Copyrightcopyright, and the General Intangibles general intangibles of Grantor relating thereto or represented thereby. (iiic) Grantor shall take all actions necessary or reasonably requested by Agent Lender to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patentspatents, Trademarks trademarks and Copyrights copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (ivd) In the event that Grantor becomes aware that any of its Patentthe patent, Trademark trademark or Copyright copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor shall notify Lender promptly notify Agentafter Grantor learns thereof. Grantor shall, unless it shall reasonably determine that such Patentpatent, Trademark trademark or Copyright copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation -misappropriation or dilution, and shall take such other actions as Agent Lender shall deem necessary appropriate under the circumstances to protect such Patentpatent, Trademark trademark or Copyrightcopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (ia) Grantor The Company shall provide a report to Agent each month in which it notifies Agent notify the CTR Lenders immediately if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright Intellectual Property (now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated material to the public domainoperation of its business or to the CTR Lenders exercising any of their rights and remedies in respect of the Collateral may become abandoned, or of any material adverse determination or development (including regarding the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s Company's ownership of any such Patent, Trademark or CopyrightIntellectual Property, its right to register the same, or to keep and maintain the samesame to the extent same is material to the Company's business or to the CTR Lenders exercising any of their rights and remedies in respect of the Collateral. (iib) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if the Company, either itself directly or through any agent, employee, licensee licencee or designee, filed file an application for the registration of any Patent, Trademark or Copyright Intellectual Property in respect of the operation of its business with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving the CTR Lenders prior written notice thereof, and, upon request of Agentthe CTR Lenders, Grantor the Company shall execute and deliver Patent Security Agreementsany and all security agreements, Copyright Security Agreements or Trademark Security Agreements as Agent the CTR Lenders may reasonably request (in their discretion) to evidence Agent’s lien on the CTR Lenders' security interest in such Patent, Trademark or CopyrightIntellectual Property, and the General Intangibles of Grantor the Company relating thereto or represented thereby. (iiic) Grantor The Company shall take all actions necessary or reasonably requested by Agent the CTR Lenders (in their discretion) to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights Intellectual Property (now or hereafter existing)) which are material to the operation of its business or to the CTR Lenders exercising any of their rights and remedies in respect of the Collateral, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedingsall filings. (ivd) In the event that Grantor becomes aware that any of its Patentthe Intellectual Property, Trademark which is material to the operation of the Company's business or Copyright to the CTR Lenders exercising any of their rights and remedies in respect of the Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor the Company shall notify the CTR Lenders promptly notify Agentafter the Company learns thereof. Grantor The Company shall, unless it shall reasonably determine that such Patent, Trademark or Copyright Intellectual Property is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances CTR Lenders request (in their discretion) to protect such Patent, Trademark or CopyrightIntellectual Property.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except as permitted by the Credit Agreement or to the extent failure so to act could 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 (i) Grantor shall provide a report to Agent each month in which it notifies Agent if it knows that any application or registration relating 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, Trademark or Copyright (registration or application, now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to included in the public domainIntellectual Property of such Grantor, or of any material adverse determination or development (including the institution ofpayment of required fees and Taxes, or any such determination or development in, any proceeding in the United States filing of responses to office actions issued by the U.S. Patent and Trademark Office, the United States U.S. Copyright Office or any court) regarding Grantor’s ownership of any such Patentother governmental authorities, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself or through any agent, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent may reasonably request to evidence Agent’s lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewalrenewal or extension, the filing of affidavits under Sections 8 and 15 of usethe U.S. Trademark Act, affidavits the filing of noncontestability divisional, continuation, continuation-in-part, reissue and opposition renewal applications or extensions, the payment of maintenance fees and interference the participation in interference, reexamination, opposition, cancellation, infringement and cancellation misappropriation proceedings. (ivb) In Except as permitted by the event that Credit Agreement or as could not reasonably be expected to have a Material Adverse Effect, no Grantor becomes aware that shall do or permit any act or knowingly omit to do any act whereby any of its PatentIntellectual Property may lapse, Trademark be terminated, or Copyright Collateral is infringed upon become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value). (c) Except as permitted by the Credit Agreement or where failure to do so could not reasonably be expected to have a Material Adverse Effect, each Grantor shall take all steps to preserve and protect each item of its Intellectual Property, 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 as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality. (d) Each Grantor agrees that, should it obtain an ownership or other interest in any material respectIntellectual Property after the Effective Date (“After-Acquired Intellectual Property”), or misappropriated or diluted by (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. (e) With respect to any such After-Acquired Intellectual Property, at the time of delivering a third partycertificate pursuant Section 5.03(b) of the Credit Agreement in connection with the financial statements delivered pursuant to Section 5.01(b) of the Credit Agreement, each Grantor shall promptly notify deliver to the Administrative Agent. , (i) a Perfection Certificate supplement setting forth the information required by Section 7 of the Perfection Certificate with respect to such After-Acquired Intellectual Property and (ii) within thirty (30) days of delivering such Perfection Certificate supplement, to the extent applicable and requested by the Administrative Agent, a Copyright Security Agreement, Patent Security Agreement and/or Trademark Security Agreement (or in each case a supplement thereto in form and substance reasonably acceptable to the Administrative Agent (an “IP Security Agreement Supplement”)), as applicable, to be recorded with the U.S. Patent and Trademark Office and/or the U.S. Copyright Office. (f) Nothing in this Agreement shall prevent any Grantor shallfrom disposing of, unless it shall reasonably determine discontinuing the use or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such Patent, Trademark or Copyright discontinuance is not material to desirable in the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyrightbusiness.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Grantors shall provide a report notify Trustee within thirty (30) Business Days if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any courtcourt but excluding any non-final determinations of the United States Patent and Trademark Office) regarding any Grantor’s ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if If any Grantor, either itself or through any agent, employee, licensee or designee, filed shall file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, Grantor shall within thirty (30) Business Days of such filing give the Trustee notice thereof and upon request of Agent, Grantor Trustee shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Agent Trustee may reasonably request to evidence AgentTrustee’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iii) Grantor Grantors shall take all commercially reasonable actions necessary or reasonably requested by Agent Trustee to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In , unless the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, applicable Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business. (iv) In the event that any material Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 5(a)(viii) of this Security Agreement. Such Grantor shall, unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, after having exhausted negotiations shall take such actions as Grantor shall deem appropriate under the circumstances to protect such Patent, Trademark or other attempts to resolve the disputeCopyright Collateral, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) including suing for infringement, misappropriation or dilution and to recover recovering any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Agent shall deem necessary under the circumstances to protect such Patent, Trademark or Copyright.

Covenants Regarding Patent, Trademark and Copyright Collateral. (ia) Grantor Borrower shall provide a report to notify Collateral Agent each month in which it notifies Agent immediately if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated material to the public domainoperation of its business or to Collateral Agent exercising any of its rights and remedies in respect of the Collateral may become abandoned, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s Borrower's ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the samesame to the extent same is material to Borrower's business or to Collateral Agent exercising any of its rights and remedies in respect of the Collateral. (iib) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if Borrower, either itself directly or through any agent, employee, licensee licencee or designee, filed file an application for the registration of any Patent, Trademark or Copyright in respect of the operation of its business with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Collateral Agent prior written notice thereof, and, upon request of Collateral Agent, Grantor Borrower shall execute and deliver Patent Security Agreementsany and all security agreements, Copyright Security Agreements or Trademark Security Agreements as Collateral Agent may reasonably request (acting on the instructions of Requisite Lenders) to evidence Collateral Agent’s lien 's security interest, on behalf of Secured Parties, in such Patent, Trademark or Copyright, and the General Intangibles of Grantor Borrower relating thereto or represented thereby. (iiic) Grantor Borrower shall take all actions necessary or reasonably requested by Collateral Agent (acting on the instructions of Requisite Lenders) to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing)) which are material to the operation of its business or to Collateral Agent exercising any of its rights and remedies in respect of the Collateral, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedingsall filings. (ivd) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral, which is material to the operation of Borrower's business or to Collateral Agent exercising any of its rights and remedies in respect of the Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor Borrower shall notify Collateral Agent promptly notify Agentafter Borrower learns thereof. Grantor Borrower shall, unless it shall reasonably determine that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Collateral Agent (acting on the instructions of Requisite Lenders) shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor shall provide a report to notify Agent each month in which it notifies Agent immediately if it knows or has reason to know that any application or registration relating to any registered Patentmaterial patent, Trademark trademark or Copyright copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s 's ownership of any such Patentmaterial patent, Trademark trademark or Copyrightcopyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall agrees that should it obtain an ownership interest in any material patent, trademark or copyright, Grantor will provide a report to the Agent each month in which it notifies Agent if either itself or through any agentwith prompt written notice thereof, employee, licensee or designee, filed an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, and, upon request of Agent, Grantor shall execute and deliver Patent Security Agreementsany and all patent security agreements, Copyright Security Agreements copyright security agreements or Trademark Security Agreements trademark security agreements as Agent may reasonably request to evidence Agent’s lien 's Lien on such Patentpatent, Trademark trademark or Copyrightcopyright, and the General Intangibles of Grantor relating thereto or represented thereby. (iii) Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patentsmaterial patents, Trademarks trademarks and Copyrights copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patentmaterial patent, Trademark trademark or Copyright copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions action at its expense, as Agent shall deem necessary Grantor deems reasonable under the circumstances to protect or enforce its rights, including, without limitation, suing for infringement, or misappropriation and for an injunction against such Patent, Trademark infringement or Copyrightmisappropriation.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Each Credit Party shall provide a report to promptly notify the Agent each month in which it notifies and the Collateral Agent if it knows or has reason to know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s such Credit Party's ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Credit Party, either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any material Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving the Agent and the Collateral Agent prior written notice thereof, and, upon request of Agent, Grantor such Credit Party shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as the Agent may reasonably request to evidence Collateral Agent’s lien 's Lien on such Patentall Patents, Trademark Trademarks or CopyrightCopyrights, and the General Intangibles of Grantor such Credit Party relating thereto or represented thereby. (iii) Grantor Each Credit Party shall take all actions necessary or reasonably requested by the Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, Grantor shall promptly notify Agent. Grantor shall, unless it such Credit Party shall reasonably determine that such Patent, Trademark or Copyright is not material to the conduct of its the business of the Credit Parties, taken as a whole. (iv) In the event that any of the material Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, each Credit Party shall comply with Section 7.1.1(b)(vii) of this Financing Agreement. Each Credit Party shall, unless it shall reasonably determine that such Patent, Trademark or Copyright Collateral is not material to the conduct of the business or operationsoperations of the Credit Parties, after having exhausted negotiations or other attempts to resolve the disputetaken as a whole, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Agent shall reasonably deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent which is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, and agrees that it shall continue to xxxx any products covered by any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (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 the quality of products and services offered under such Trademark, (ii) if such Trademark is 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 (iii) not knowingly use or knowingly authorize the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through licensees) will, for each work covered by a registered Copyright material to the conduct of such Grantor’s business, use appropriate copyright notice when publishing, reproducing, displaying and distributing the work, as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall provide a report to notify the Collateral Agent each month in which it notifies Agent immediately if it knows or has reason to know that any application or registration relating to any registered Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected material to the conduct of its business may become abandoned abandoned, lost or dedicated to the public domainpublic, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any courtcourt 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 to keep and maintain the same. (iie) Grantor In no event shall provide a report to Agent each month in which it notifies Agent if any Grantor, either itself or through any agent, employee, licensee or designee, filed file an application for the registration of in such Grantor’s name any Patent, Trademark or Copyright (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency in any political subdivision of the United States or in any other country or any political subdivision thereof, unless it promptly informs the Collateral Agent, and, upon request of the Collateral Agent, Grantor shall execute executes and deliver Patent Security Agreementsdelivers any and all agreements, Copyright Security Agreements or Trademark Security Agreements instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s lien on security interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the General Intangibles Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of Grantor relating thereto or represented therebysuch attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (iiif) Each Grantor shall will take all actions necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or reasonably requested by Agent 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 applicationmaterial application relating to the Patents, Trademarks and/or Copyrights material to the conduct of such Grantor’s business (and to obtain the relevant registration and grant or registration) and, except with respect to Trademarks that the Grantor has abandoned through non-use, to maintain the each issued Patent and each registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing)that is material to the conduct of such Grantor’s business, including the filing timely filings of applications for renewal, affidavits of use, affidavits of noncontestability incontestability and opposition and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedingscancelation proceedings against third parties. (ivg) In the event that any Grantor becomes aware has reason to believe that any Collateral consisting of its a Patent, Trademark or Copyright Collateral material to the conduct of any Grantor’s business has been or is infringed upon in any material respectabout to be infringed, or misappropriated or diluted by a third party, such Grantor promptly shall promptly notify Agent. Grantor the Collateral Agent and shall, unless it shall reasonably determine that such Patentif consistent with good business judgment, Trademark or Copyright is not material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to promptly xxx for) for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall or take such other actions as Agent shall deem necessary such Grantor, in the exercise of its good faith business judgment, deems appropriate under the circumstances to protect such PatentCollateral. (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 Copyrightits designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Grantor Credit Parties shall provide a report notify Administrative Agent promptly if they know or have reason to Agent each month in which it notifies Agent if it knows know that any application or registration relating to any registered material Patent, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to may become abandoned or dedicated to the public domaindedicated, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s any Credit Party's ownership of any such material Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if Promptly after any Credit Party, either itself or through any agentthe Administrative Agent, employee, licensee or designee, filed files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or any similar office or agencyOffice, Credit Party shall give Administrative Agent written notice of such filing and, upon request of Administrative Agent, Grantor Credit Party shall execute and deliver any and all Patent Security Agreements, Copyright Security Agreements or Trademark Security Agreements as Administrative Agent may reasonably request to evidence Administrative Agent’s lien 's Lien on such Patent, Trademark or Copyright, and the General Intangibles of Grantor such Credit Party relating thereto or represented thereby. (iii) Grantor Credit Parties shall take all actions necessary or reasonably requested by Administrative Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings.proceedings unless such Credit Party reasonably determines that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, (iv) In the event that Grantor becomes aware that any of its the Patent, Trademark or Copyright Collateral is infringed upon in any material respectupon, or misappropriated or diluted by a third party, Grantor such Credit Party shall promptly notify Agentcomply with Section 10.2(a)(ix) of this Agreement. Grantor Such Credit Party shall, unless it shall such Credit Party reasonably determine determines that such Patent, Trademark or Copyright Collateral is not in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) promptly sue for infringement, misappropriation or dilution and to recover any recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions as Administrative Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (i) Promptly upon receipt, Grantor shall provide a report give the Secured Party copies of all registration and filings with respect to Agent each month in which it notifies Agent if it knows that any application or registration relating to any registered Patentits Intellectual Property. In no event shall such Grantor, Trademark or Copyright (now or hereafter existing) it owns is reasonably expected to become abandoned or dedicated to the public domain, or of any material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same. (ii) Grantor shall provide a report to Agent each month in which it notifies Agent if either itself directly or through any agent, employee, licensee or designee, filed file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agencyagency without giving Agent prior written notice thereof, and, upon request of Agent, such Grantor shall execute and deliver Patent Security Agreementsany and all patent security agreements, Copyright Security Agreements copyright security agreements or Trademark Security Agreements trademark security agreements as Agent may reasonably request to evidence Agent’s lien Lien on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby. (iiiii) Such Grantor shall take all actions necessary or reasonably requested by Agent to maintain and pursue (and not abandon) each application, to obtain the relevant registration and to maintain the registration of each of the PatentsPatent, Trademarks Trademark and Copyrights Copyright (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. (iv) In the event that Grantor becomes aware that any of its Patent, Trademark or Copyright Collateral is infringed upon in any material respect, or misappropriated or diluted by a third party, unless such Grantor shall promptly notify Agent. Grantor shall, unless it shall reasonably determine in its good faith business judgment that such Patent, Trademark or Copyright is not material to the conduct of its business. (iii) In the event that any of the Patent, Trademark or Copyright Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall notify Agent thereof and shall provide such instruments, amended schedules, or other documents that the Agent may request, granting to Agent a Lien in the resulting commercial tort claim. Such Grantor shall, unless it shall determine in its good faith business judgment that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business or operations, after having exhausted negotiations or other attempts to resolve the dispute, take commercially reasonable actions to xxxxx (including, if appropriate, to xxx for) promptly sxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other reasonable actions as Agent shall deem necessary appropriate under the circumstances to protect such Patent, Trademark or CopyrightCopyright Collateral. Such Grantor shall take all commercially reasonable steps necessary to defend itself against any Person accusing it of infringing any Person’s Intellectual Property.