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

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Loan Documents or, after the termination of the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall 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 Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 a manner consistent with the operation violation of such Pledgor’s businessany 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 notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become prematurely abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court Office or any similar office of any countrycourt, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis at or about 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 for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office Office, in each case, filed by or on behalf of, or issued to, to or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereofCopyright; provided, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each material application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that Copyright, which in each case is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited permitted by the Credit Agreement or any Other First Lien AgreementIndenture: (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed 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 material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 a manner consistent with the operation violation of such Pledgor’s businessany 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 a copyright notice as provided by applicable copyright laws. (d) Each Pledgor shall notify the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), execute and deliver any and all agreements, instruments, documents and papers necessary or as the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) may otherwise reasonably request to evidence the Intercreditor Agent’s (or, if the First-Lien Termination Date has occurred, the Collateral Agent’s Security Interest ’s) security interest for the ratable benefit of the Secured Parties in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor shall notify the Collateral Agent promptly within ninety (90) days (or such longer period as the Collateral Agent may reasonably agree) if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon at the reasonable request time of the Collateral Agentdelivery of such notice under clause (i), execute and deliver the Notice of Grant of Security Interest in Intellectual Property substantially in the form attached hereto as Exhibit II and any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Applicable Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Applicable Agent’s sole discretion) the designee of the Collateral Applicable Agent or the Collateral Applicable Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) subject to its reasonable business judgment, maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered or applied for Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period; provided that delivery of a Perfection Certificate Supplement containing such information in accordance with Section 5.01(j) of the Credit Agreement satisfies this requirement, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, business including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, and such infringement misappropriation or dilution could reasonably be expected to have a material and adverse effect on such Pledgor’s business, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License material written agreement granting such Pledgor any rights in Intellectual Property to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed 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 material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 manner consistent with material Copyright necessary to the operation normal conduct of such Pledgor’s businessbusiness that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (cd) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, in each case to the extent such application or registration relates to Intellectual Property material to the normal course of such Pledgor’s business and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright Copyright, in each case that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any Other First Lien AgreementNotes Indenture: (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Applicable Possessory Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Applicable Possessory Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any Other First Lien Agreement: (a) Each Pledgor Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor willnot, and will use its commercially reasonable efforts to cause not permit any of its licensees to, do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public domain, and agrees that it shall continue to mxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Grantor (either itself or through its licensees or its sublicensees tosublicensees) will, for each Trademark material Trademark necessary to the normal conduct of such PledgorGrantor’s business, (i) maintain such Trademark in full force free from any adjudication claim of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent required under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in a manner consistent with the operation violation of such Pledgor’s businessany third party rights. (c) Each Pledgor Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as required under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s its business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially material adverse determination or developmentdevelopment (including the institution of, excluding non-final office actions in the ordinary course of or any such Pledgor’s business and similar determinations material determination or developments development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, Office or any court or any similar office of any country, ) regarding such PledgorGrantor’s ownership of any such material Patent, Trademark or Copyright Copyright, its right to register the same, or its right to register or to keep and maintain the same. (de) Each PledgorIn the event any Grantor, either by itself or through any agent, employee, licensee or designee, shall files an application for any Patent, Trademark or Copyright (ior for the registration of any Trademark or Copyright) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the Office, United States Copyright Office filed by or on behalf ofany office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, or issued toit shall promptly inform the Collateral Agent, or acquired byand, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright Copyright, and each Grantor hereby appoints the perfection thereofCollateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, including appropriate filings all acts of such attorney being hereby ratified and confirmed; such power, being coupled with the United States Patent and Trademark Office or the United States Copyright Officean interest, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyis irrevocable. (ef) Each Pledgor shall exercise its reasonable business judgment Grantor will take all necessary steps that it deems appropriate under the circumstances and are consistent with its past practice such Grantor’s prior practice, if reasonable, in any proceeding before the United States Patent and Trademark Office or the Office, United States Copyright Office with respect or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintaining maintain and pursuing pursue each material application relating to any Patentthe Patents, Trademark Trademarks and/or Copyright Copyrights (and obtaining to obtain the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent and each registration of the Trademarks and Copyrights that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgorany Grantor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability use and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (fg) In the event that any Pledgor knows or Grantor has reason to know believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.any

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement Agreement, the Notes Indenture or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor 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 a copyright notice as required under applicable copyright laws. (d) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued Material Copyright or applied for Patent, United States federally registered any Patent or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application by itself, or through any agent, employee, licensee or designee, for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Material New Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired byany Pledgor, any Pledgor in each case during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Material New Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement or any other Loan Document, Pledgors shall have no obligation to make any filing with the United States Copyright Office for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Pledgor in such Pledgor’s Copyrights, other than with respect to the Material Copyrights. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark Copyright and each United States federally registered Copyright Trademark that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Copyright or a Patent or Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Applicable Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Applicable Agent’s sole discretion) the designee of the Collateral Applicable Agent or the Collateral Applicable Agent; provided, however, that nothing contained in this Section 3.05(g3.05(h) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval. (i) The Collateral Agent covenants and agrees that, in the event that any Copyright included in the Intellectual Property Collateral reverts to the author of the work subject to such Copyright or such author’s heirs, successors or assigns, in each case pursuant to applicable law, Requirement of Law or an agreement entered into by such author and any Pledgor in the ordinary course of such Pledgor’s business, the Collateral Agent shall, at the applicable Pledgor’s reasonable request and at such Pledgor’s cost and expense, execute and provide to such Pledgor any and all releases, consents, agreements and instruments to the extent necessary to terminate and release the Security Interest in such Copyright.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any Other First Lien Agreement: (a) Each Pledgor Obligor agrees that it will not knowingly do any act or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such PledgorObligor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public. (b) Each Pledgor will, and Obligor will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such PledgorObligor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation quality of such Pledgor’s businessproducts 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 Pledgor Obligor will use its commercially reasonable efforts to, for each work covered by a material Copyright necessary to the normal conduct of such Obligor’s business that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (d) Each Obligor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such PledgorObligor’s business may imminently become abandoned, lapsed lost or dedicated to the publicpublic other than by expiration, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such PledgorObligor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each PledgorObligor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an a semi-annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelvesix-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such Patent, Trademark or Copyright and Copyright; provided for the perfection thereofavoidance of doubt, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any all such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright Intellectual Property shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyherewith. (ef) Each Pledgor Obligor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country (A) with respect to maintaining and pursuing each material application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such PledgorObligor’s business and (B) to maintain (i) each United States federally issued Patent and (ii) the registrations of each Trademark and each Copyright in each case that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such PledgorObligor’s business, including, when applicable and necessary in such PledgorObligor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor Obligor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor Obligor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and Obligor shall, if such Pledgor Obligor deems it necessary in its reasonable business judgment, promptly contact such third party, and if necessary in its reasonable business judgment, xxx and recover any and all damages, and or take such other actions as are reasonably appropriate under the circumstances. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor Obligor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such PledgorObligor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed 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 material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration or claim of trademark or service mxxx 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 manner consistent with material Copyright necessary to the operation normal conduct of such Pledgor’s businessbusiness that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (cd) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, in each case to the extent such application or registration relates to Intellectual Property material to the normal course of such Pledgor’s business and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx sxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement Notes Indenture or any Other First Second 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Applicable Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Applicable Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed 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 material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 manner consistent with material Copyright necessary to the operation normal conduct of such Pledgor’s businessbusiness that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (cd) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use use, and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor 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 notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments developments, in the United States Patent and Trademark Office, Office or United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, of any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, period and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Officeprovided, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each material application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g4.05(h) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) subject to its reasonable business judgment, maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business.. 24 (c) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered or applied for Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period; provided that delivery of a Perfection Certificate Supplement containing such information in accordance with Section 5.01(j) of the Credit Agreement satisfies this requirement, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, business including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances.25 (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License material written agreement granting such Pledgor any rights in Intellectual Property to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as (i) Debtor shall not prohibited by the Credit Agreement or (nor permit any Other First Lien Agreement: (aof its licensees to) Each Pledgor agrees that it will not knowingly do any act act, or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that which is material to the normal conduct of such Pledgor’s the business of Debtor may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (bj) Each Pledgor will, and will use its commercially reasonable efforts to cause Debtor (either itself or through its licensees or its sublicensees tosublicensees) shall, for each Trademark material Trademark necessary to the normal conduct of such Pledgor’s businessthe business of Debtor, (i) maintain such Trademark in full force free from any adjudication claim of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in a manner consistent with the operation violation of such Pledgor’s businessany third party rights. (ck) Each Pledgor Debtor (either itself or through licensees) shall, for each work covered by a material copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary, and sufficient to establish and preserve its maximum rights under applicable copyright laws. (l) Debtor shall notify the Collateral Agent Bank promptly if it knows or has reason to know that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright other Intellectual Property material to the normal conduct of such Pledgor’s its business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or developmentdevelopment (including the institution of, excluding non-final office actions in the ordinary course of or any such Pledgor’s business and similar determinations determination or developments development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, Office or any court or any similar office of any country, ) regarding such Pledgor’s Debtor's ownership of any such material Patent, Trademark or Copyright or other Intellectual Property, its right to register the same, or to keep and maintain the same. (dm) Each PledgorIn no event shall Debtor, either by itself or through any agent, employee, licensee or designee, shall file an application for any Patent, Trademark or other Intellectual Property material to the conduct of its business (ior for the registration of any such Trademark or other Intellectual Property) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the Office, United States Copyright Office filed by or on behalf ofany other governmental authority unless, or issued to, or acquired by, any Pledgor after the occurrence of and during the preceding twelve-month periodcontinuance of an Event of Default, and (ii) it promptly informs the Bank, and, upon the reasonable request of the Collateral AgentBank, execute executes and deliver delivers any and all agreements, instruments, documents and papers necessary or as the Collateral Agent Bank may otherwise reasonably request to evidence the Collateral Agent’s Security Interest Bank's security interest in such Patent, Trademark or Copyright other Intellectual Property, and Debtor hereby appoints the perfection thereofBank, including appropriate filings after the occurrence of and during the continuance of an Event of Default, as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with the United States Patent and Trademark Office or the United States Copyright Officean interest, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyis irrevocable. (en) Each Pledgor Debtor shall exercise its reasonable business judgment take all necessary steps that are consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or the Office, United States Copyright Office or with respect any other governmental authority to maintaining maintain and pursuing pursue each material application relating to any Patentthe Patents, Trademark Trademarks and/or Copyright other Intellectual Property (and obtaining to obtain the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent and each registration of the Trademarks and other Intellectual Property that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s Debtor's business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fo) In the event that any Pledgor knows or Debtor has reason to know believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright other Intellectual Property material to the normal conduct of its Debtor's business has been materially or is about to be infringed, misappropriated or diluted by a third partyany Person, such Pledgor Debtor shall promptly notify the Collateral Agent Bank and shall, if such Pledgor deems it necessary in its reasonable consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damagesdamages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstancescircumstances to protect such Collateral. (gp) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor Debtor shall use commercially reasonable its best efforts to obtain all requisite consents or approvals from by the licensor of each licensor under each Copyright Patent License, Patent Trademark License or Trademark License of any other Intellectual Property to effect the assignment of all such Pledgor’s of Debtor's right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent Bank or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approvalits designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor shall notify the Collateral Agent as promptly as practicable if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of (or, if applicable, exclusive license to) any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright or exclusive Copyright Licenses to any Pledgor under any registered United States Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark Trademark, Copyright or exclusive Copyright License and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark Trademark, Copyright or exclusive Copyright License and any such Patent, Trademark Trademark, Copyright or exclusive Copyright License shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark Trademark, Copyright or exclusive Copyright License material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall shall, as promptly as practicable, notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Applicable Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Applicable Agent’s sole discretion) the designee of the Collateral Applicable Agent or the Collateral Applicable Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed 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 material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration or claim of trademark or service marx xx required under applicable law and (iv) not knowingly use or knowingly permit its licensees’ use of such Trademark in a manner consistent with the operation violation of such Pledgor’s businessany 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 notify the Collateral Administrative Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Administrative Agent on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Administrative Agent may otherwise reasonably request to evidence the Collateral Administrative Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Administrative Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and sue xxd recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis (with any such notification to be included in an updated Perfection Certificate required pursuant to Section 5.04(f) of the Credit Agreement) of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve12-month period, period and (ii) upon the reasonable request of the Collateral Agent, execute execute, deliver and deliver file with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable, any and all agreements, instruments, documents and papers necessary necessary, or as reasonably requested by the Collateral Agent may otherwise reasonably request Agent, to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, ; provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark created or Copyright acquired after the Closing Date shall automatically become subject to the Security Interest and constitute Collateral as if to the extent such would have constituted Collateral if owned at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement Closing Date without further action by any party. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright Copyright, in each case that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment or sub-license of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g3.5(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed 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 material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 manner consistent with material Copyright necessary to the operation normal conduct of such Pledgor’s businessbusiness that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (cd) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, in each case to the extent such application or registration relates to Intellectual Property material to the normal course of such Pledgor’s business and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest ’ security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright Copyright, in each case that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Applicable Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Applicable Agent’s sole discretion) the designee of the Collateral Applicable Agent or the Collateral Applicable Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Note Purchase Agreement or any 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 owned Patent that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material owned Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use (other than by expiration as permitted by the Note Purchase Agreement or by replacement of any Trademark registered with a state registry with a registration with the United States Patent and Trademark Office for a materially identical Trademark) and (ii) maintain at least substantially the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor shall notify the Collateral Agent promptly if it knows within sixty (60) days of becoming aware that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered or applied for Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the publicpublic (other than by expiration), or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through If any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on Pledgor makes an annual basis application for registration of each application for, or registration or issuance of, any Patent or Trademark with an Intellectual Property before the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that or acquires any such application or registration by purchase, assignment or otherwise, within ninety (90) days of such submission or acquisition or as soon as legally permissible, such Pledgor shall deliver to the provisions hereof shall automatically apply Collateral Agent at such Pledgor’s expense a copy of such application or registration, and a grant of a security interest in such Intellectual Property and confirmatory notice of the same in the form of the Notices of Grant of Security Interest in Intellectual Property. Where a registration of any Intellectual Property is issued hereafter to any Pledgor as a result of any application now or hereafter pending, such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright Pledgor shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject deliver within ninety (90) days to the Lien and Collateral Agent at such Pledgor’s expense a certificate or other indicia of ownership with respect to such Intellectual Property. Where a security interest in such application has not already been granted to or recorded on behalf of the Collateral Agent hereunder, such Pledgor shall deliver to the Collateral Agent at such Pledgor’s expense a Notice of Grant of Security Interest created by this Agreement without further in Intellectual Property with respect to such Intellectual Property within ninety (90) days. Notwithstanding anything to the contrary herein, no Pledgor shall be required to take any action by under the laws of any partyjurisdiction other than the United States of America (or any political subdivision thereof) for the purpose of perfecting the Collateral Agent’s security interest in any Intellectual Property collateral of such Pledgor. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, business including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know becomes aware that any item of Article 9 Collateral consisting of a an owned Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent within thirty (30) days of becoming aware thereof and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx sue and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License material written agreement granting such Pledgor any rights in Intellectual Property to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval. (h) Notwithstanding the foregoing provisions of this Section 3.05, nothing in this Section 3.05 shall prevent any Pledgor from abandoning or discontinuing the use or maintenance of any of its Intellectual Property if such Pledgor has determined in good faith in its reasonable business judgment to do so and such abandonment or discontinuation is in compliance with the Note Purchase Agreement.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited permitted by the Credit Agreement Notes Indenture or any Other First Second 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall 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 Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any final adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 a manner consistent with the operation violation of such Pledgor’s businessany 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 notify the Collateral First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent) promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments developments, in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an 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 forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent), execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent) may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such United States federally registered or pending Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each material application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent) and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent), each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral First Lien Agent’s (or, if the First Lien Termination Date has occurred, the Agent’s) sole discretion) the designee of the Collateral Agent such agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approvalagent.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any Other First Lien Agreement: (a) Each Pledgor Grantor agrees that it will not knowingly do any act or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such PledgorGrantor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public. (b) Each Pledgor will, and Grantor will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such PledgorGrantor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation quality of such Pledgor’s businessproducts 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 Pledgor Grantor will use its commercially reasonable efforts to, for each work covered by a material Copyright 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 notify (in writing) the Notes Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such PledgorGrantor’s business may imminently become abandoned, lapsed lost or dedicated to the publicpublic other than by expiration, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, Office and United States Copyright Office, any court or any similar office of any country, regarding such PledgorGrantor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each PledgorGrantor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Notes Collateral Agent on an a semi-annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelvesix-month period, and (ii) prior to the Discharge of Senior Lender Claims, as any First Lien Agent may reasonably request under any Senior Lender Document and within the timing required by any First Lien Agent and upon and after the Discharge of Senior Lender Claims if an Event of Default has occurred and is continuing, promptly upon the reasonable request of the Notes Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as to the Notes Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings record with the United States Patent and Trademark Office or the and United States Copyright OfficeOffice any and all such agreements, provided that instruments, documents and papers to evidence the provisions hereof shall automatically apply to any Notes Collateral Agent’s security interest in such Patent, Trademark or Copyright and any Copyright; provided for the avoidance of doubt, that all such Patent, Trademark or Copyright Intellectual Property shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyherewith. (ef) Each Pledgor Grantor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country (A) with respect to maintaining and pursuing each material application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such PledgorGrantor’s business and (B) to maintain (i) each United States federally issued Patent and (ii) the registrations of each Trademark and each Copyright in each case that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such PledgorGrantor’s business, including, when applicable and necessary in such PledgorGrantor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor Grantor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and Grantor shall, if such Pledgor Grantor deems it necessary in its reasonable business judgment, promptly contact such third party, and if necessary in its reasonable business judgment, xxx and recover any and all damages, and or take such other actions as are reasonably appropriate under the circumstances. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor Grantor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such PledgorGrantor’s right, title and interest thereunder to (in the Notes Collateral Agent’s sole discretion) the designee of the Notes Collateral Agent or the Notes Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any Other First Lien Agreement: (a) Each Pledgor Grantor agrees that it will use commercially reasonable efforts not knowingly to do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Article 9 Collateral consisting of a Patent that is material could reasonably be expected to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the publicpublic (except as a result of expiration of such Patent at the end of its statutory term), except to the extent that any such invalidation of dedication to the public could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause Grantor (either itself or through its licensees or its sublicensees tosublicensees) will use commercially reasonable efforts, for each material Trademark necessary to the normal conduct Article 9 Collateral consisting of such Pledgor’s businessa Trademark, (i) to maintain such Trademark in full force free from any adjudication valid claim of abandonment or invalidity for non-use and non‑use, (ii) require that its licensees of such Trademark adequately maintain the quality of products and services offered by such licensees under such Trademark, and (iii) if registered, to display such Trademark with notice of Federal or foreign registration to the extent required under applicable law and (iv) to not knowingly use or knowingly authorize the use of such Trademark in violation of any third party rights, except, in each case, to the extent that the failure to do any of the foregoing could not, individually or in the aggregate, reasonably be expected to have a manner consistent with the operation of such Pledgor’s businessMaterial Adverse Effect. (c) Each Pledgor Grantor shall notify the Collateral Administrative Agent reasonably promptly if it knows that any United States federally issued or applied for Article 9 Collateral consisting of a Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s the business may imminently of Holdings, the Borrower and the other Subsidiaries is reasonably likely to become abandoned, lapsed lost or dedicated to the public, or of any materially adverse final, non-appealable determination or developmentdevelopment (including any such determination or development in, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments any proceeding in the United States Patent and Trademark Office, United States Copyright Office, Office or any court or any similar office of any country, excluding routine office actions and communication in the ordinary course of prosecution of such Intellectual Property) regarding such Pledgor’s Grantor's ownership of any such material Patent, Trademark or Copyright its right to register the same or its right to register or to keep and maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall Grantor will take commercially reasonable steps that are consistent with its current practice (i) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the Office, United States Copyright Office with respect or any office or agency in any political subdivision of the United States of America or in any other country or any political subdivision thereof, to maintaining maintain and pursuing pursue each material application relating to any Patentthe Patents, Trademark Trademarks and/or Copyright Copyrights included in the Article 9 Collateral (and obtaining to obtain the relevant grant or registration) material to the normal conduct of such Pledgor’s business and (ii) to maintain (i) each United States federally issued Patent and each registration of the Trademarks and Copyrights included in the Article 9 Collateral that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s any Grantor's business, including, when as applicable and necessary in such Pledgor’s reasonable business judgmentappropriate, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its consistent with such Grantor's reasonable business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (fe) In the event that any Pledgor knows or Grantor has reason to know believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its any Grantor's business has been materially infringed, misappropriated or diluted by a third partyparty in a manner material to the business of Holdings, the Borrower and the other Subsidiaries, such Pledgor Grantor reasonably promptly shall promptly notify the Collateral Administrative Agent and shall, if consistent with such Pledgor deems it necessary in its Grantor's reasonable business judgment, promptly xxx such third party for infringement, misappropriation or dilution and to recover any and all damagesdamages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts circumstances to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all protect such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed 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 material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 a manner consistent with the operation violation of such Pledgor’s businessany 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 notify the Collateral Agent Trustee promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent Trustee on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month twelvemonth period, in each case to the extent such application or registration relates to Intellectual Property material to the normal course of such Pledgor’s business and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent Trustee may otherwise reasonably request to evidence the Collateral AgentTrustee’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent Trustee and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any Other First Lien Agreement: (a) Each Pledgor Loan Party 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 issued or applied for Patent that is material to the normal conduct of such PledgorLoan Party’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause Loan Party (either itself or through its licensees or its sublicensees tosublicensees) will, for each registered or applied for Trademark material Trademark necessary to the normal conduct of such PledgorLoan Party’s business, (i) maintain such Trademark in full force free from any adjudication valid claim of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark in a manner consistent and (iii) if registered, display such Trademark with notice of Federal or foreign registration to the operation of such Pledgor’s businessextent necessary and sufficient to establish and preserve its rights under applicable Law. (c) Each Pledgor Loan Party (either itself or through its licensees or sublicensees) will, for each work covered by a material Copyright, continue to use appropriate copyright notice as necessary and sufficient to establish and preserve its rights under applicable copyright laws. (d) Each Loan Party shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s its business may imminently is likely to become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or developmentdevelopment (including the institution of, excluding non-final office actions in the ordinary course of or any such Pledgor’s business and similar determinations determination or developments development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, Office or any court or any similar office of any country, ) regarding such PledgorLoan Party’s ownership of any such material Patent, Trademark or Copyright Copyright, its right to register the same, or its right to register or to keep and maintain the same. (de) Each PledgorWithin 30 days of the end of any calendar quarter in which any Loan Party, either by itself or through any agent, employee, licensee or designee, shall files an application for any Patent, Trademark or Copyright (ior for the registration of any Trademark or Copyright) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the Office, United States Copyright Office filed by or on behalf ofin any other country or any political subdivision thereof, or issued toit shall inform the Collateral Agent of such application and, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, shall execute and deliver any and all agreementsagreements (including any IP Security Agreements), instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise Loan Party will take steps that are consistent with its current practice and its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office with respect or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintaining maintain and pursuing pursue each material application relating to any Patentthe Patents, Trademark Trademarks and/or Copyright Copyrights (and obtaining to obtain the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent and each registration of the Trademarks and Copyrights that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgorany Loan Party’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its consistent with reasonable business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (fg) In the event that any Pledgor knows or Loan Party has reason to know believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its any Loan Party’s business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor Loan Party promptly shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its consistent with reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts circumstances to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all protect such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any Other First Lien Agreement: (a) Each Pledgor Grantor agrees that it will not knowingly do any act or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such PledgorGrantor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s products covered by a Patent in a manner consistent with past practices in the ordinary course of business. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause Grantor (either itself or through its licensees or its sublicensees tosublicensees) will, for each Trademark material Trademark necessary to the normal conduct of such PledgorGrantor’s business, (i) maintain such Trademark in full force free from any adjudication claim of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark Trademark, consistent with the quality of the products and services of the date hereof, (iii) agrees that it shall use proper statutory notice in a manner consistent with past practices in the operation ordinary course of business and (iv) not knowingly use or knowingly permit the use of such Pledgor’s businessTrademark in violation of any third party rights. (c) Each Pledgor Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with proper statutory notice in a manner consistent with past practices in the ordinary course of business. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s its business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or developmentdevelopment (including the institution of, excluding non-final office actions in the ordinary course of or any such Pledgor’s business and similar determinations determination or developments development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, Office or any court or any similar office of any country, ) regarding such PledgorGrantor’s ownership of any such material Patent, Trademark or Copyright Copyright, its right to register the same, or its right to register or to keep and maintain the same. (de) Each PledgorIn the event that any Grantor, either by itself or through any agent, employee, licensee or designee, shall files an application for any Patent, Trademark or Copyright material to the conduct of its business (ior for the registration of any Trademark or Copyright) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the Office, United States Copyright Office filed by or on behalf ofany office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, or issued tosuch Grantor shall, or acquired bysubstantially contemporaneously with such filing, any Pledgor during notify the preceding twelve-month periodCollateral Agent, and (ii) and, upon the reasonable request of the Collateral Agent, execute executes and deliver delivers any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment Grantor will take all necessary steps that are consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or the Office, United States Copyright Office with respect or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintaining maintain and pursuing pursue each material application relating to any Patentthe Patents, Trademark Trademarks and/or Copyright Copyrights (and obtaining to obtain the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent and each registration of the Trademarks and Copyrights that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgorany Grantor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or Grantor has reason to know believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its any Grantor’s business has been materially or is about to be infringed, misappropriated or diluted by a third party, such Pledgor Grantor promptly shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damagesdamages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts circumstances to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all protect such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement Indenture or any Other First Lien Priority Agreement: (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall 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 Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 manner consistent with material Copyright necessary to the operation normal conduct of such Pledgor’s businessbusiness that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (cd) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments developments, in the United States Patent and Trademark Office, United States Copyright Office, Office or any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office or the United States Copyright Office filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each material application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably reasonable or appropriate under the circumstances. (gh) Upon the occurrence and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited permitted by the Credit Agreement Notes Indenture, or any Other First Second 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall 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 Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 a manner consistent with the operation violation of such Pledgor’s businessany 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 notify the Collateral First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent) promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments developments, in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an 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 forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent), execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent) may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such United States federally registered or pending Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each material application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent) and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral First Lien Agent (or, if the First Lien Termination Date has occurred, the Agent), each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral First Lien Agent’s (or, if the First Lien Termination Date has occurred, the Agent’s) sole discretion) the designee of the Collateral Agent such agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approvalagent.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any Other First Lien Agreement: (a) Each Pledgor agrees that it will Debtor shall not knowingly (nor permit any of its licensees to) do any act act, or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that which is material to the normal conduct of such Pledgor’s the business of Debtor may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause Debtor (either itself or through its licensees or its sublicensees tosublicensees) shall, for each Trademark material Trademark necessary to the normal conduct of such Pledgor’s businessthe business of Debtor, (i) maintain such Trademark in full force free from any adjudication claim of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in a manner consistent with the operation violation of such Pledgor’s businessany third party rights. (c) Each Pledgor Debtor (either itself or through licensees) shall, for each work covered by a material copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary, and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Debtor shall notify the Collateral Agent Bank promptly if it knows or has reason to know that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright other Intellectual Property material to the normal conduct of such Pledgor’s its business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or developmentdevelopment (including the institution of, excluding non-final office actions in the ordinary course of or any such Pledgor’s business and similar determinations determination or developments development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, Office or any court or any similar office of any country, ) regarding such Pledgor’s Debtor's ownership of any such material Patent, Trademark or Copyright or other Intellectual Property, its right to register the same, or to keep and maintain the same. (de) Each PledgorIn no event shall Debtor, either by itself or through any agent, employee, licensee or designee, shall file an application for any Patent, Trademark or other Intellectual Property material to the conduct of its business (ior for the registration of any such Trademark or other Intellectual Property) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the Office, United States Copyright Office filed by or on behalf ofany other governmental authority unless, or issued to, or acquired by, any Pledgor after the occurrence of and during the preceding twelve-month periodcontinuance of an Event of Default, and (ii) it promptly informs the Bank, and, upon the reasonable request of the Collateral AgentBank, execute executes and deliver delivers any and all agreements, instruments, documents and papers necessary or as the Collateral Agent Bank may otherwise reasonably request to evidence the Collateral Agent’s Security Interest Bank's security interest in such Patent, Trademark or Copyright other Intellectual Property, and Debtor hereby appoints the perfection thereofBank, including appropriate filings after the occurrence of and during the continuance of an Event of Default, as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with the United States Patent and Trademark Office or the United States Copyright Officean interest, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyis irrevocable. (ef) Each Pledgor Debtor shall exercise its reasonable business judgment take all necessary steps that are consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or the Office, United States Copyright Office or with respect any other governmental authority to maintaining maintain and pursuing pursue each material application relating to any Patentthe Patents, Trademark Trademarks and/or Copyright other Intellectual Property (and obtaining to obtain the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent and each registration of the Trademarks and other Intellectual Property that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s Debtor's business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or Debtor has reason to know believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright other Intellectual Property material to the normal conduct of its Debtor's business has been materially or is about to be infringed, misappropriated or diluted by a third partyany Person, such Pledgor Debtor shall promptly notify the Collateral Agent Bank and shall, if such Pledgor deems it necessary in its reasonable consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damagesdamages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstancescircumstances to protect such Collateral. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor Debtor shall use commercially reasonable its best efforts to obtain all requisite consents or approvals from by the licensor of each licensor under each Copyright Patent License, Patent Trademark License or Trademark License of any other Intellectual Property to effect the assignment of all such Pledgor’s of Debtor's right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent Bank or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approvalits designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited permitted by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall 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 Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 a manner consistent with the operation violation of such Pledgor’s businessany 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 Copyright material to the of such Pledgor’s business that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (d) Each Pledgor shall notify the Collateral Administrative Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Administrative Agent on an a semi-annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelvesix-month period, and (ii) upon the reasonable request of the Collateral Administrative Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Administrative Agent may otherwise reasonably request to evidence the Collateral Administrative Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (e) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited permitted by the Credit Agreement or any Other First Lien AgreementLoan Documents: (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed 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 material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 a manner consistent with the operation violation of such Pledgor’s businessany 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 a copyright notice as provided by applicable copyright laws. (d) Each Pledgor shall notify the Collateral Administrative Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Administrative Agent on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Administrative Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Administrative Agent may otherwise reasonably request to evidence the Collateral Administrative Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Administrative Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall 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 material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 a manner consistent with the operation violation of such Pledgor’s businessany 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 notify the Collateral Administrative Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Administrative Agent on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelvesix-month period, and (ii) upon the reasonable request of the Collateral Administrative Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Administrative Agent may otherwise reasonably request to evidence the Collateral Administrative Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each material application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Administrative Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Administrative Agent’s sole discretion) the designee of the Collateral Administrative Agent or the Collateral Administrative Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed 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 material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 manner consistent with material Copyright necessary to the operation normal conduct of such Pledgor’s businessbusiness that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (cd) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark OfficeXxxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, United States Copyright Xxxxxx Xxxxxx Xopyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, in each case to the extent such application or registration relates to Intellectual Property material to the normal course of such Pledgor’s business and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright Copyright, in each case that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any Other First Lien Agreement: (a) Each Pledgor Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise take commercially reasonable efforts steps to prevent its licensees from doing (i) maintain the validity and enforceability of any act issued or omitting to do any actregistered Intellectual Property (or applications therefor) whereby any Patent that is material to the normal conduct of such PledgorGrantor’s business may become prematurely invalidated, abandoned, lapsed or dedicated and to the public.maintain such registrations and applications of (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor Grantor shall notify the Collateral Agent as promptly as reasonably practicable if it knows knows, after due inquiry, that (i) any United States federally issued application or applied for Patentregistration relating to any material Intellectual Property is likely to become forfeited, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed abandoned or dedicated to the public, or of any materially adverse determination or developmentdevelopment related to such application or registration (including the institution of, excluding non-final office actions in the ordinary course of or any such Pledgor’s business and similar determinations determination or developments development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, any court Office or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (d) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf any court or tribunal in any country, but excluding any ordinary course office actions) regarding such Grantor’s ownership of, or issued toright to use, interest in, or acquired bythe validity of, any Pledgor during material Intellectual Property owned by such Grantor or such Grantor’s right to register the preceding twelve-month period, same or to own and maintain the same or (ii) upon any action or proceeding, to the reasonable request 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 Collateral Agentdate hereof, execute and deliver (ii) file any and all agreements, instruments, documents and papers necessary application for the registration or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings issuance of any Intellectual Property with the United States Patent and Trademark Office or the United States Copyright Office, provided that or (iii) file a Statement of Use or an Amendment to Allege Use with respect to any "intent-to-use" Trademark application owned by such Grantor (the items in clauses (i), (ii) and (iii), collectively, the “After- Acquired Intellectual Property”), then the provisions hereof of this Agreement shall automatically apply to any such Patent, Trademark or Copyright thereto and any such Patent, Trademark or Copyright After-Acquired Intellectual Property shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be become Intellectual Property subject to the Lien terms and Security Interest created by conditions of this Agreement without further action by any party. (e) Each Pledgor Agreement. For the avoidance of doubt, a security interest shall exercise its reasonable business judgment consistent with its past practice not be granted in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent Intellectual Property that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (f) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of constitutes an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.Excluded Asset. ARTICLE IV

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall 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 Bach Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 a manner consistent with the operation violation of such Pledgor’s businessany 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 notify the Collateral Administrative Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Administrative Agent on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Slates Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelvesix-month period, and (ii) upon the reasonable request of the Collateral Administrative Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Administrative Agent may otherwise reasonably request to evidence the Collateral Administrative Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each material application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Administrative Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Administrative Agent’s sole discretion) the designee of the Collateral Administrative Agent or the Collateral Administrative Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed 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 material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 a manner consistent with the operation violation of such Pledgor’s businessany 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 notify the Collateral Administrative Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Administrative Agent on an annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Administrative Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Administrative Agent may otherwise reasonably request to evidence the Collateral Administrative Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each material application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Administrative Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any Other First Lien AgreementNotes Indenture: (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees to, for each material Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and (ii) maintain the quality of products and services offered under such Trademark in a manner consistent with the operation of such Pledgor’s business. (c) Each Pledgor 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 a copyright notice as required under applicable copyright laws. (d) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued material Copyright or applied for Patent, United States federally registered any Patent or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application by itself, or through any agent, employee, licensee or designee, for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the United States Copyright Office filed by or on behalf of, or issued to, or acquired byany Pledgor, any Pledgor in each case during the preceding twelve-month [12]-month period, and (ii) as necessary or upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any party. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past practice in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark Copyright and each United States federally registered Copyright Trademark that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Copyright or a Patent or Trademark or Copyright material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g3.05(h) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited by the Credit Agreement or any Other First Lien Agreement: (a) Each Pledgor The Company agrees that it will not knowingly not, nor will it permit any of its licensees to, do any act act, or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall continue to mxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable laws. (b) Each Pledgor will, and will use its commercially reasonable efforts to cause The Company (either itself or through its licensees or its sublicensees tosublicensees) will, for each material Trademark necessary to the normal conduct of such Pledgor’s businessTrademark, (i) maintain such Trademark in full force free from any adjudication claim of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use, or knowingly permit the use of, such Trademark in a manner consistent with the operation violation of such Pledgor’s businessany third party rights. (c) Each Pledgor The Company (either itself or through licensees) will, for each work covered by a Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable laws. (d) The Company shall notify the Collateral Administrative Agent promptly immediately if it knows knows, or has reason to know, that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or developmentdevelopment (including the institution of, excluding non-final office actions in the ordinary course of or any such Pledgor’s business and similar determinations determination or developments development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office, Office or any court or any similar office of any country, ) regarding such Pledgorthe Company’s ownership of any such material Patent, Trademark or Copyright or Copyright, its right to register the same, or to keep and maintain the same. (de) Each PledgorIn no event shall the Company, either by itself or through any agent, employee, licensee or designee, shall file an application for any Patent, Trademark or Copyright (ior for the registration of any Trademark or Copyright) inform the Collateral Agent on an annual basis of each application for, or registration or issuance of, any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Copyright with the Office, United States Copyright Office filed by or on behalf ofany office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, or issued tounless it promptly informs the Administrative Agent, or acquired byand, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Administrative Agent, execute executes and deliver delivers any and all agreements, instruments, documents and papers necessary or as the Collateral Administrative Agent may otherwise reasonably request to evidence the Collateral Administrative Agent’s Security Interest security interest in such Patent, Trademark or Copyright Copyright, and the perfection thereofCompany hereby appoints the Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, including appropriate filings all acts of such attorney being hereby ratified and confirmed; such power, being coupled with the United States Patent and Trademark Office or the United States Copyright Officean interest, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyis irrevocable. (ef) Each Pledgor shall exercise its reasonable business judgment The Company will take all necessary steps that are consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or the Office, United States Copyright Office with respect or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintaining maintain and pursuing pursue each application relating to any Patentthe Patents, Trademark Trademarks and/or Copyright Copyrights (and obtaining to obtain the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to registration of the normal conduct of such Pledgor’s businessTrademarks and Copyrights, including, when applicable and necessary in such Pledgor’s reasonable business judgment, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or the Company has reason to know believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been materially or is about to be infringed, misappropriated or diluted by a third party, such Pledgor the Company promptly shall promptly notify the Collateral Administrative Agent and shall, if such Pledgor deems it necessary in its reasonable consistent with good business judgment, promptly xxx sxx for infringement, misappropriation or dilution and to recover any and all damagesdamages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstancescircumstances to protect such Collateral. (gh) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor Company shall use commercially its reasonable best efforts to obtain all requisite consents or approvals from each by the licensor under of each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgorof the Company’s right, title and interest thereunder to the Administrative Agent or its designee. (i) The Company shall ensure that fully executed security agreements in the form hereof and containing a description of all Collateral Agent’s sole discretionconsisting of Intellectual Property shall have been received and recorded within three months after the execution of this Agreement with respect to United States Patents, United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the designee Administrative Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral Agent consisting of Patents, Trademarks and registered Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, or in any other necessary jurisdiction, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral Agent; providedconsisting of Patents, however, that nothing contained in Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date of this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approvalamendment and restatement).

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited permitted by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall 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 Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 a manner consistent with the operation violation of such Pledgor’s businessany 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 Copyright material to the of such Pledgor’s business that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (d) Each Pledgor shall notify the Collateral Administrative Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Administrative Agent on an a semi-annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelvesix-month period, and (ii) upon the reasonable request of the Collateral Administrative Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Administrative Agent may otherwise reasonably request to evidence the Collateral Administrative Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued material Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered material Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s businessCopyright, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Administrative Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (gh) Upon the occurrence and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Administrative Agent’s sole discretion) the designee of the Collateral Administrative Agent or the Collateral Administrative Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited permitted by the Credit Agreement or any 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 that is material to the normal conduct of such Pledgor’s business may become prematurely invalidated, abandoned, lapsed invalidated or dedicated to the public, and agrees that it shall 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 Trademark necessary to the normal conduct of such Pledgor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 manner consistent with Copyright material to the operation of such Pledgor’s businessbusiness that it publishes, displays and distributes, use copyright notice as required under applicable copyright laws. (cd) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed lost or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an a semi-annual basis of each application forby itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelvesix-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued material Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered material Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s businessCopyright, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (gh) Upon the occurrence and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as not prohibited permitted by the Credit Agreement or any Other First Lien AgreementIndenture: (a) Each Pledgor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the normal conduct of such Pledgor’s Xxxxxxx’x business may become prematurely invalidated, abandoned, lapsed 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 material Trademark necessary to the normal conduct of such Pledgor’s Xxxxxxx’x business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for non-use and use, (ii) maintain the quality of products and services offered under such Trademark, (iii) display such Trademark with notice of federal or foreign registration 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 manner consistent with material Copyright necessary to the operation normal conduct of such Pledgor’s businessbusiness that it publishes, displays and distributes, use a copyright notice as necessary and sufficient to establish and preserve its rights under applicable copyright laws. (cd) Each Pledgor shall notify the Collateral Agent promptly if it knows that any United States federally issued or applied for Patent, United States federally registered or applied for Trademark or United States federally registered Copyright material to the normal conduct of such Pledgor’s business may imminently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination or development, excluding non-final office actions in the ordinary course of such Pledgor’s business and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Pledgor’s Xxxxxxx’x ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same. (de) Each Pledgor, either by itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on an annual basis of each application foror registration by itself, or registration through any agent, employee, licensee or issuance ofdesignee, for any Patent or Trademark with the United States Patent and Trademark Office and each registration or application of any Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country filed by or on behalf of, or issued to, or acquired by, any Pledgor during the preceding twelve-month period, and (ii) upon the reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers necessary or as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s Security Interest security interest in such Patent, Trademark or Copyright and the perfection thereof, including appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office, provided that the provisions hereof shall automatically apply to any such Patent, Trademark or Copyright and any such Patent, Trademark or Copyright shall automatically constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the Lien and Security Interest created by this Agreement without further action by any partyCopyright. (ef) Each Pledgor shall exercise its reasonable business judgment consistent with its past the practice in any proceeding before the United States Patent and Trademark Office or Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each United States federally issued Patent that is material to the normal conduct of such Pledgor’s business and (ii) the registrations of each United States federally registered Trademark and each United States federally registered Copyright that is material to the normal conduct of such Pledgor’s business, including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (fg) In the event that any Pledgor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Pledgor shall promptly notify the Collateral Agent and shall, if such Pledgor deems it necessary in its reasonable business judgment, promptly xxx and recover any and all damages, and take such other actions as are reasonably appropriate under the circumstances. (g) Upon and during the continuance of an Event of Default, at the reasonable request of the Collateral Agent, each Pledgor shall use commercially reasonable efforts to obtain all requisite consents or approvals from each licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Pledgor’s right, title and interest thereunder to (in the Collateral Agent’s sole discretion) the designee of the Collateral Agent or the Collateral Agent; provided, however, that nothing contained in this Section 3.05(g) should be construed as an obligation of any Pledgor to incur any costs or expenses in connection with obtaining such approval.