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

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not 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 conduct of such Grantor’s business may become 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 Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory notice in a manner consistent with past practices in the ordinary course of business and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with 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 Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same or its right to keep and maintain the same. (e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark, Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or in any other country, such Grantor shall, substantially contemporaneously with such filing, notify the Collateral Agent, and, upon request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark, Copyright or exclusive Copyright License. (f) Each Grantor will take commercially reasonable steps that are consistent with its customary practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or in any other country to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act act, or 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 which is material to the conduct of such Grantor’s 's business may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s xxxx, to the extent permitted by existing technology, any products covered by a Patent in a manner consistent with past practices in the ordinary course of businessrelevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws pursuant to which each such Patent is issued. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality Trademark sufficient to preclude any findings of such products and services on the Closing Dateabandonment, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law pursuant to which each such Trademark is issued and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws pursuant to which each such Copyright is issued. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any such Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the no event that shall any Grantor, either itself or through any agent, employee, licensee or designee, files file an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such Grantor shall, substantially contemporaneously with such filing, notify unless it promptly thereafter informs the Collateral Agent, and, upon request of the Collateral Agent, execute executes and deliver delivers any and all agreements, instruments, documents and papers as are necessary or as the Collateral Agent may reasonably request to evidence and perfect the Collateral Agent’s 's security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright License. (f) Each Grantor will take commercially reasonable steps that are consistent with its customary practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or in any other country to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9hereby appoints the

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not not, and it will exercise its best efforts to ensure that its licensees will not, do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that which is material to the conduct of such Grantor’s 's business may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a Patent in a manner consistent with past practices in the ordinary course of businessrelevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business's business covered by a material Copyright, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its the business of the Grantors (taken as a whole) may reasonably be expected to become abandoned, lost or dedicated to the public, or of any materially material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any such Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the event that any GrantorGrantor shall, either itself or through any agent, employee, licensee or designee, files file an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such Grantor shall, substantially contemporaneously with such filing, notify shall promptly thereafter inform the Collateral AgentAgent of such action, and, upon request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s 's security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand such Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (excluding applications which a Grantor abandons pursuant to good faith business considerations) (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s businessthe business of the Grantors (taken as a whole), including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s the business of the Grantors (taken as a whole) has been or is about to be infringed, misappropriated or diluted by a third partyparty in any material respect, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, if requested by the Collateral Agent, each Grantor shall use reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Indenture or the Senior Lender Documents: (a) Each Grantor Pledgor 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 GrantorPledgor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall continue take commercially reasonable steps with respect to use proper statutory notice in connection with Grantor’s any material products covered by a any such Patent in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Grantor (either itself or through Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees) willsublicensees to, for each Trademark material to the normal conduct of such GrantorPledgor’s business, (i) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in the ordinary course of business federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through Pledgor will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a material Copyright material necessary to the normal conduct of such GrantorPledgor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with statutory use copyright notice in a manner consistent with past practices in the ordinary course of businessas required under applicable copyright laws. (d) Each Grantor Pledgor shall notify the First Lien Agent (or, if the First Lien Termination Date has occurred, the Collateral Agent Agent) promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the normal conduct of its such Pledgor’s business may imminently become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development indevelopments, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) , regarding such GrantorPledgor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same or its right to keep and maintain the same. (e) In the event that any GrantorEach Pledgor, either itself or through any agent, employee, licensee or designee, files 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, 2008) of each application by itself, or through any agent, employee, licensee or designee, for any Patent, Trademark, Copyright or becomes Patent with the licensee of an exclusive Copyright License material to the conduct of its business (or for the United States Patent and Trademark Office and each registration of any Trademark or Copyright) Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other countrycountry filed during the preceding twelve-month period, such Grantor shall, substantially contemporaneously with such filing, notify and (ii) upon the Collateral Agent, and, upon reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may otherwise reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark, Copyright Trademark or exclusive Copyright LicenseCopyright. (f) Each Grantor will take commercially Pledgor shall exercise its reasonable steps that are business judgment consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright that is, in each case, is material to the normal conduct of any Grantorsuch Pledgor’s business, including including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor Pledgor knows or has reason to believe know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Grantor Pledgor shall promptly shall notify the First Lien Agent (or, if the First Lien Termination Date has occurred, the Collateral Agent Agent) and shall, if consistent with good such Pledgor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and take such other actions as are reasonably appropriate under the circumstances circumstances. (h) Upon and during the continuance of an Event of Default, at the request of the First Lien Agent (or, if the First Lien Termination Date has occurred, the Collateral Agent) each Pledgor shall use commercially reasonable efforts to protect obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Article 9Pledgor’s right, title and interest thereunder to (in the First Lien Agent’s (or, if the First Lien Termination Date has occurred, the Collateral Agent’s) sole discretion) the designee of such agent or such agent.

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

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

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

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

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not 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 conduct of such Grantor’s business may become 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 Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such the products and services on the Closing Restatement Effective Date, (iii) use proper statutory notice in a manner consistent with past practices in the ordinary course of business and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with 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 Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same or its right to keep and maintain the same. (e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such Grantor shall, substantially contemporaneously with such filing, notify the Collateral Agent, and, upon request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark, Copyright Trademark or exclusive Copyright LicenseCopyright. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9or

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not not, nor will it permit any of its licensees to, do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that which is material to the conduct of such Grantor’s 's business may become invalidated or dedicated to the public, and agrees that that, consistent with its past practices, it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a Patent in a manner consistent with past practices in the ordinary course of businessrelevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law, and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights, in each case in a manner consistent with its past practices. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws in a manner consistent with its past practices in the ordinary course of businesspractices. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the no event that any shall Grantor, either itself or through any agent, employee, licensee or designee, files file an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any other countrypolitical subdivision of the United States, such Grantor shall, substantially contemporaneously with such filing, notify unless it so informs the Collateral Agent, Agent within 30 days after the end of the fiscal quarter in which the application is filed and, upon request of the Collateral Agent, execute executes and deliver delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence and perfect the Collateral Agent’s 's security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any other country political subdivision of the United States, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, fees and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, xxx for infringement, misappropriation or dilution and promptly take appropriate action to recover any and all damages for end such infringement, misappropriation or dilution, and take such other actions action as are is appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not not, nor will it knowingly permit any of its licensees to, do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that which is material to the conduct of such Grantor’s 's business may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s 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. Unless an Event of Default shall have occurred and be continuing, each Grantor shall retain the sole right to use, abandon and license its Patents in a manner consistent accordance with past practices in such Grantor's reasonable business judgment to the ordinary course extent not inconsistent with or prohibited by the provisions of businessthis Agreement, the Credit Agreement or any Loan Document. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. Unless an Event of Default shall have occurred and be continuing, each Grantor shall retain the sole right to use, abandon and license its Trademarks in accordance with such Grantor's reasonable business judgment to the extent not inconsistent with or prohibited by the provisions of this Agreement, the Credit Agreement or any Loan Document. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. Unless an Event of Default shall have occurred and be continuing, each Grantor shall retain the sole right to use, abandon and license its Copyrights in a manner consistent accordance with past practices in such Grantor's reasonable business judgment to the ordinary course extent not inconsistent with or prohibited by the provisions of businessthis Agreement, the Credit Agreement or any Loan Document. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the no event that shall any Grantor, either itself or through any agent, employee, licensee or designee, files file an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such Grantor shall, substantially contemporaneously with such filing, notify unless it promptly informs the Collateral Agent, and, upon request of the Collateral Agent, execute executes and deliver delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s 's security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially all reasonable and necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor has reason to believe believes that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been been, is or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good and reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover recovery of any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as are that such Grantor deems reasonable and appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not not, nor will it permit any of its licensees to, do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that which is material to the conduct of such Grantor’s 's business may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s mark any products covered by a Patent in a manner consistent with past practices in the ordinary course of businessrelevant patent number xx necessary and sufficient to establish and preserve its maximum rights under applicable patent laws pursuant to which each such Patent is issued. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality Trademark sufficient to preclude any findings of such products and services on the Closing Dateabandonment, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law pursuant to which each such Trademark is issued and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws pursuant to which each such Copyright is issued. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the no event that shall any Grantor, either itself or through any agent, employee, licensee or designee, files file an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such Grantor shall, substantially contemporaneously with such filing, notify unless it promptly informs the Collateral Agent, and, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, upon request of the Collateral Agent, execute executes and deliver delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence and perfect the Collateral Agent’s 's security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, xxx promptly sue for infringement, misappropriation or dilution and to recover any and xxd all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Senior Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or its designee for the benefit of the Secured Parties in accordance with the Intercreditor Agreement.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not do any act or knowingly omit do to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the conduct of such Grantor’s 's business may become invalidated or dedicated to the public, and agrees that it shall continue continue, consistent with its past practice, to use proper statutory notice in connection with Grantor’s mark any products covered by a Patent in a manner consistent with past practices the relevant patent nuxxxx as necessary and sufficient to establish and preserve its rights under applicable patent laws; PROVIDED that this provision shall cease to apply with respect to any Patent which, in the ordinary course Grantor's reasonable business judgment, is no longer material to the conduct of such Grantor's business; PROVIDED FURTHER that, in such event, such Grantor shall promptly give written notice to the Collateral Agent identifying such Patent and indicating its fair market value. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark Trademark, consistent with its past practice, in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Dateits past practice, (iii) use statutory notice in a manner display such Trademark, consistent with its past practices in practice, with notice of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights; PROVIDED that this provision shall cease to apply with respect to any Trademark which, in such Grantor's reasonable business judgment, is no longer material to the conduct of such Grantor's business; PROVIDED FURTHER that, in such event, such Grantor shall promptly give written notice to the Collateral Agent identifying such Trademark and indicating its fair market value. (c) Each Grantor (either itself or through its licensees or sublicensees) will, consistent with its past practice, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the mark such work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary anx xufficient to establish and preserve its rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or material development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such Grantor shall, substantially contemporaneously with such filing, notify it shall inform the Collateral Agent, within 10 Business Days of such application and, upon request of the Collateral Agent, it shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s 's security interest hereunder in such Patent, Trademark, Copyright Trademark or exclusive Copyright LicenseCopyright. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, xxx promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9misappropriation

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not 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 which constitutes Article 9 Collateral that is material to the conduct of such Grantor’s its business may would become 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 Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark which constitutes Article 9 Collateral and is material to the conduct of such Grantor’s its business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) use commercially reasonable efforts to maintain the quality of products and services offered under such Trademark, consistent with Trademark to the quality of such products extent necessary and services on the Closing Datesufficient in its reasonable business judgment to establish and preserve its material rights under applicable law, (iii) use statutory display such Trademark with appropriate notice to the extent necessary and sufficient in a manner consistent with past practices in the ordinary course of business its reasonable judgment to establish and preserve its material rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in any violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright which constitutes Article 9 Collateral and is material to the conduct of such Grantor’s its business, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice as necessary and sufficient in a manner consistent with past practices in the ordinary course of businessits reasonable judgment to establish and preserve its material rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may could reasonably be expected to become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files file an application for with respect to any Patent, Trademark, Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) Copyright with the United States Patent and Trademark Office, Office or the United States Copyright Office or in any other countrycountry or any political subdivision thereof, such Grantor shallshall promptly but in no event more than 45 days thereafter, substantially contemporaneously with such filing, notify inform the Collateral Agent, and, upon request of the Collateral Agent, Agent and execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s a grant of security interest in such Patent, TrademarkTrademark or Copyright in the form of Exhibits II, Copyright III or exclusive Copyright LicenseIV, as applicable, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings as are reasonably necessary for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until such time as all Secured Hedging Agreements have terminated and the Loans and Notes (in each case together with interest thereon), Fees and all other Obligations (other than indemnities described in Section 7.03 and in the other provisions of the Secured Debt Agreements which are not then due and payable) incurred hereunder and under the other Secured Debt Agreements are paid in full. (f) Each Grantor will take commercially reasonable all reasonably necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each registration or application that is material application to the conduct of its business relating to the Patents, Trademarks and/or Copyrights in the Article 9 Collateral (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, material to the conduct of any Grantor’s business, including (a) timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, ; (b) if consistent with good business judgment, to initiate judgment initiating opposition, interference and cancellation proceedings against third parties; and (c) refraining from the abandonment of any filing of affidavit of use or any application of renewal prior to the exhaustion of all administrative and judicial remedies. (g) In the event that any Grantor has reason to believe knows that any Article 9 Collateral consisting of a Patent, Trademark or Copyright Intellectual Property material to the conduct of any Grantor’s its business is or has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, xxx prosecute its rights in such Intellectual Property diligently, including promptly suing for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondilution (and taking any actions required by applicable law prior to instituting such suit), and take taking such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each The Grantor agrees that it will not 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 as omitting to do any act) whereby any Patent that is material to the conduct of such the Grantor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall continue take commercially reasonable steps with respect to use proper statutory notice in connection with Grantor’s any products covered by a any such Patent in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each The Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such the Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality display such Trademark with notice of products Federal or foreign registration or claim of trademark or service xxxx as required to establish and services offered preserve its rights under such Trademark, consistent with the quality of such products applicable law and services on the Closing Date, (iii) use statutory notice in a manner consistent with past practices in the ordinary course of business and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each The Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright that is material to the conduct of such the Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas required to establish and preserve its rights under applicable copyright laws. (d) Each The Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, imminently abandoned or lost or prematurely dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such the Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the event that any the Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such or receives notification that an intent-to-use Trademark application has been approved, the Grantor shall, substantially contemporaneously with such filing, notify shall promptly inform the Collateral Agent, and, upon request of the Collateral Agent, shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand the Grantor hereby appoints the Collateral Agent as its attorney-in-fact to file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each The Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights which are material to the conduct of the Grantor’s business (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any the Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good the Grantor believes it necessary in its reasonable business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any the Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any the Grantor’s business has been or is about to be materially infringed, misappropriated or diluted by a third party, such the Grantor promptly shall notify the Collateral Agent and shall, if consistent with good the Grantor believes it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not not, nor will it permit any of its licensees to, do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that is material to the conduct of such Grantor’s 's business may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s mark any products covered by a Patent in a manner consistent with past practices in the ordinary course of businessrelevant patent number xx necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the no event that shall any Grantor, either itself or through any agent, employee, licensee or designee, files file an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such Grantor shall, substantially contemporaneously with such filing, notify unless it promptly informs the Collateral Agent, and, upon request of the Collateral Agent, execute executes and deliver delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s 's security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, xxx promptly sue for infringement, misappropriation or dilution and to recover any and xxd all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of a Senior Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Collateral Agent or its designee.

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

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Except as permitted under the Credit Agreement, each 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 or sublicensees from doing any act or omitting to do any act) whereby any Patent that is material to the ordinary conduct of such Grantor’s business may become invalidated prematurely invalidated, abandoned, lapsed or dedicated to the public, and agrees that it shall continue take commercially reasonable steps with respect to use proper statutory notice in connection with Grantor’s any material products covered by a any such Patent in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve such Grantor’s rights under applicable patent laws. (b) Each Except as permitted under the Credit Agreement, each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees) willsublicensees to, for each Trademark material to the ordinary conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory notice in a manner consistent with past practices in the ordinary course its prior practice, display such Trademark with notice of business federal or foreign registration or claim of trademark or service xxxx as permitted under applicable law and (iv) not knowingly use or knowingly permit the its licensees’ or sublicensees’ use of such Trademark in violation of any third third-party rights. (c) Each Except as permitted under the Credit Agreement, each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a Copyright material to the ordinary conduct of such Grantor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduceand, display, adopt and distribute the work with statutory notice in a manner consistent with past practices in the ordinary course of businessits prior practice, use copyright notice as permitted under applicable copyright laws. (d) Each Grantor shall notify the Collateral Administrative Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the ordinary conduct of its such Grantor’s business may has prematurely permanently become abandoned, lost lapsed or dedicated to the public, or of any materially adverse determination determination, excluding non-material office actions and similar determinations or development (including the institution of, or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) , regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, Copyright or its right to register the same or its right to keep and maintain the same. (e) In the event that any Each Grantor, either itself or through any agent, employee, licensee or designee, files an shall (i) inform the Administrative Agent on a quarterly basis of each registration or application made by itself, or through any agent, employee, licensee or designee at such Grantor’s request, for any Patent, Trademark, Copyright Patent or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark OfficeOffice or, on a monthly basis, of each registration made by itself, or through any agent, employee, licensee or designee at such Grantor’s request, for any Copyright with the United States Copyright Office Office, respectively, or any comparable office or agency in any other countrycountry filed during the preceding period, such Grantor shall, substantially contemporaneously with such filing, notify the Collateral Agent, and, upon request of the Collateral Agent, (ii) promptly 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 in such U.S. Patent, TrademarkTrademark or Copyright and the perfection thereof, and (iii) upon the Administrative Agent’s request, promptly execute and deliver any and all agreements, instruments, documents and papers necessary or as the Administrative Agent may otherwise reasonably request to evidence the Administrative Agent’s security interest in such non-U.S. Patent, Trademark or Copyright or exclusive Copyright Licenseand the perfection thereof. (f) Each Grantor will take commercially shall exercise its reasonable steps that are business judgment consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the ordinary conduct of such Grantor’s business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright that is, in each case, is material to the ordinary conduct of any such Grantor’s business, including including, when applicable and necessary in such Grantor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the ordinary conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Grantor shall promptly shall notify the Collateral Administrative Agent (other than infringements, misappropriations or dilutions by franchisees or former franchisees unless and until such franchisee or former franchisee challenges the validity of any such Patent, Trademark or Copyright) and shall, if consistent with good such Grantor deems it necessary in its reasonable business judgment, xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are reasonably appropriate under the circumstances to protect such Article 9circumstances, which may include suing and recovering damages.

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

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

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

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not do any act act, or knowingly omit to do any act act, (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a Patent in a manner consistent that is material to the conduct of such Grantor’s business with past practices in the ordinary course of businessrelevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or its sublicenseesand sublicensees to, (i) will, for each Trademark material to the conduct of such Grantor’s business, (iA) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (iiB) maintain the quality of products and services offered under such Trademark, consistent and (C) display such Trademark with notice of Federal or foreign registration to the quality of such products extent necessary and services on the Closing Date, sufficient to establish and preserve its maximum rights as required under applicable law; and (iiiii) use statutory notice in a manner consistent with past practices for each Trademark included in the ordinary course of business and (iv) Collateral, not knowingly use or knowingly permit the use of any such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willsublicensees to, for each work covered by a Copyright material to the conduct of such Grantor’s businessbusiness that it publishes, continue displays and distributes, use copyright notices as required to publish, reproduce, display, adopt establish and distribute the work with statutory notice in a manner consistent with past practices in the ordinary course of businesspreserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Administrative Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may imminently become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or CopyrightCopyright material to the conduct of its business, its right to register the same same, or its right to keep and maintain the same. (e) In Each Grantor shall (i) inform the event that any GrantorAdministrative Agent on an annual basis of each application filed by itself, either itself or through any agent, employee, licensee licensee, sublicensee or designee, files an application for any Patent, Trademark, Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) Copyright with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof during the preceding Fiscal Year, such Grantor shall, substantially contemporaneously with such filing, notify the Collateral Agent, and, upon request of the Collateral Agent, and (ii) execute and deliver any and all agreements, instruments, documents and papers as the Collateral Administrative Agent may otherwise reasonably request to evidence the Collateral Administrative Agent’s security interest in such PatentIntellectual Property and each Grantor hereby appoints the Administrative Agent as its attorney in fact to execute and file such writing for the foregoing purposes, Trademark, Copyright or exclusive Copyright Licenseall acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable. (f) Each Grantor will shall take commercially all necessary steps, as determined in its reasonable steps business judgment, and that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights included in the Collateral (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third partyperson, such Grantor promptly shall notify the Collateral Administrative Agent and shall, if consistent with good the Grantor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will use commercially reasonable efforts not to 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 conduct of such Grantor’s the business of the Company and the Subsidiaries may become invalidated or dedicated to the publicpublic (except as a result of expiration of such Patent at the end of its statutory term), and agrees that it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a any such Patent in a manner consistent with past practices in the ordinary course of businessrelevant 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) willwill use commercially reasonable efforts, for each Trademark material to the conduct of such Grantor’s businessthe business of the Company and the Subsidiaries, (i) to maintain such Trademark in full force free from any valid claim of abandonment or invalidity for non-use, (ii) to maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory if registered, to display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) to not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessthe business of the Company and the Subsidiaries, use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Administrative Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its the business of the Company and the Subsidiaries may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, Copyright its right to register the same or its right to keep and maintain the same. (e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark, Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or in any other country, such Grantor shall, substantially contemporaneously with such filing, notify the Collateral Agent, and, upon request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark, Copyright or exclusive Copyright License. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary current practice (i) in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States of America or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and (ii) to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business such Grantor’s reasonable judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (gf) In Upon the event that any occurrence and during the continuance of an Event of Default, each Grantor has reason shall, upon request of the Administrative Agent, use its commercially reasonable efforts to believe that any Article 9 Collateral consisting obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License under which such Grantor is a Patentlicensee to effect the assignment of all such Grantor’s right, Trademark or Copyright material title and interest thereunder to the conduct of any Grantor’s business has been Administrative Agent or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not authorize any of its licensees to, do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated invalidated, unenforceable or dedicated to the public, and agrees that it shall use commercially reasonable efforts to continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a Patent in a manner consistent with past practices in the ordinary course of businessrelevant patent number as necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) use commercially reasonable efforts to maintain such Trademark in full force free from any claim of abandonment or invalidity for non-usenon use (except to the extent such Grantor determines in the ordinary course of business and consistent with its commercially reasonable business judgment to cease use of a Trademark in connection with a particular product or service), (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such the products and services on as of the Closing Datedate hereof, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party person rights. (c) Each Grantor (either itself or through agrees that it will not, and will not authorize any of its licensees to, do any act, or sublicensees) willomit to do any act, for each work covered by a whereby any Copyright that is material to the conduct of such Grantor’s businessbusiness may become invalidated, continue unenforceable or dedicated to publish, reproduce, display, adopt and distribute the work with statutory notice in a manner consistent with past practices in the ordinary course of businesspublic. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the publicpublic domain, invalid or unenforceable, or of any materially material adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any countrycountry but excluding any non-final office actions) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the event that any With respect to Collateral consisting of United States Registered Patents, Trademarks and Copyrights owned by each Grantor, either itself each Grantor agrees to execute or through any agentotherwise authenticate an agreement, employeein substantially the same form set forth on Exhibit B hereto (an “Intellectual Property Security Agreement”), licensee or designee, files an application for any Patent, Trademark, Copyright or becomes recording the licensee of an exclusive Copyright License material security interest granted hereunder to the conduct Collateral Agent in such Collateral consisting of its business (or for the registration of any Trademark or Copyright) Registered Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or in and any other country, such Grantor shall, substantially contemporaneously with such filing, notify governmental authorities necessary to perfect the security interest hereunder in the Collateral Agent, and, upon request consisting of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark, Copyright or exclusive Copyright LicenseIntellectual Property. (f) Each Grantor will take commercially reasonable steps agrees that are consistent with its customary practice should it obtain an ownership interest in any proceeding before item of Intellectual Property that is not on the United States Patent and Trademark Office, United States Copyright Office or in any other country to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration date hereof a part of the Trademarks and Copyrights that is, in each case, material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Intellectual Property (“After-Acquired Intellectual Property”)

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

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Credit Agreement and, after the Discharge of Credit Agreement Obligations, not prohibited by any Other First Lien Agreement: (a) Each Grantor Pledgor 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 GrantorPledgor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall continue take commercially reasonable steps with respect to use proper statutory notice in connection with Grantor’s any material products covered by a any such Patent in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Grantor (either itself or through Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees) willsublicensees to, for each Trademark material to the normal conduct of such GrantorPledgor’s business, (i) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in the ordinary course of business federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through Pledgor will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a material Copyright material necessary to the normal conduct of such GrantorPledgor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with statutory use copyright notice in a manner consistent with past practices in the ordinary course of businessas required under applicable copyright laws. (d) Each Grantor Pledgor shall notify the Collateral Agent Applicable First Lien Representative promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the normal conduct of its such Pledgor’s business may imminently become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development indevelopments, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) , regarding such GrantorPledgor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same or its right to keep and maintain the same. (e) In the event that any GrantorEach Pledgor, either itself or through any agent, employee, licensee or designee, files an shall (i) inform the Applicable First Lien Representative on a quarterly basis of each application by itself, or through any agent, employee, licensee or designee, for any Patent, Trademark, Copyright or becomes Patent with the licensee of an exclusive Copyright License material to the conduct of its business (or for the United States Patent and Trademark Office and each registration of any Trademark or Copyright) Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other countrycountry filed during the preceding three-month period, such Grantor shall, substantially contemporaneously with such filing, notify and (ii) upon the Collateral Agent, and, upon reasonable request of the Collateral AgentApplicable First Lien Representative, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent Applicable First Lien Representative may reasonably request to evidence the Collateral AgentApplicable First Lien Representative’s security interest in such Patent, Trademark, Copyright Trademark or exclusive Copyright LicenseCopyright. (f) Each Grantor will take commercially Pledgor shall exercise its reasonable steps that are business judgment consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright that is, in each case, is material to the normal conduct of any Grantorsuch Pledgor’s business, including including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor Pledgor knows or has reason to believe know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Grantor Pledgor shall promptly shall notify the Collateral Agent Applicable First Lien Representative and shall, if consistent with good such Pledgor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and take such other actions as are reasonably appropriate under the circumstances circumstances. (h) Upon and during the continuance of an Event of Default, each Pledgor shall use commercially reasonable efforts to protect obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Article 9Pledgor’s right, title and interest thereunder to (in the Applicable First Lien Representative’s sole discretion) the designee of the Applicable First Lien Representative or the Applicable First Lien Representative.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will The Borrower (either itself or through licensees) will, for each Patent, not do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that which is material to the conduct of such Grantor’s the Borrower's business may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a Patent in with the relevant patent number or indication that a manner consistent with past practices in Patent is pending as required by the ordinary course of businessPatent laws. (b) Each Grantor The Borrower (either itself or or, if permitted by law, through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s the Borrower's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of federal registration to the ordinary course of business and extent required by applicable law, (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rightsrights and (v) not permit any assignment in gross of such Trademark. (c) Each Grantor The Borrower (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businesscopyright, continue to publish, reproduce, display, adopt and distribute the work with statutory notice in a manner consistent with past practices in the ordinary course of businessappropriate copyright notice. (d) Each Grantor The Borrower shall notify the Collateral Agent promptly Bank immediately if it knows or has reason to know that any Patent, Trademark or Copyright copyright (or any application or registration relating thereto) material to the conduct of its business may become abandoned, lost abandoned or dedicated to the public, or of any materially adverse determination or development (including including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any countrycourt) regarding such Grantor’s the Borrower's ownership of any Patent, Trademark or Copyrightcopyright, its right to register the same or its right to keep and maintain the same. (e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark, Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or in any other country, such Grantor shall, substantially contemporaneously with such filing, notify the Collateral Agent, and, upon request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark, Copyright or exclusive Copyright License. (f) Each Grantor The Borrower will take commercially reasonable all necessary steps that are consistent with its customary practice in any proceeding before the United States Patent and Trademark Officeto file, United States Copyright Office or in any other country to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Patents, Trademarks and Copyrights that is, in each case, copyrights which is material to the conduct of any Grantor’s the Borrower's business, including timely filings filing of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (gf) In the event that any Grantor has reason rights to believe that any Article 9 Collateral consisting of a Patent, Trademark Trademark, copyright or Copyright License relating thereto material to the conduct of any Grantor’s the Borrower's business has been or is about to be believed infringed, misappropriated or diluted by a third party, such Grantor promptly the Borrower shall notify the Collateral Agent Bank promptly after it learns thereof and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are the Borrower shall reasonably deem appropriate under the circumstances to protect such Article 9Patent, Trademark, copyright or License. (g) In no event shall the Borrower, either itself or through any agent, employee, licensee or designee, file an application for any Patent, Trademark or copyright with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, unless not less than 10 days prior thereto it informs the Bank, and, upon request of the Bank, executes and delivers any and all agreements, instruments, documents and papers as the Bank may request to evidence the Security Interests in such Patent, Trademark or copyright and the goodwill or accounts and general intangibles of the Borrower relating thereto or represented thereby, and the Borrower hereby appoints the Bank its attorney-in-fact to execute and file such writings for the foregoing purposes.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not, and will not permit any of its licensees to, do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that is material necessary to the conduct of such Grantor’s 's business may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s mark any products covered coverxx by a Patent in a manner consistent with past practices in the ordinary course of businessrelevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees) willsublicensees to, for each Trademark material necessary to the conduct of such Grantor’s 's business, (i) maintain any such owned Trademark in full force free from any claim of abandonment or invalidity for non-usenonuse, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willsublicensees to, for each work covered by a Copyright material necessary to the conduct of such Grantor’s 's business, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material necessary to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In Each Grantor shall (i) inform the event that any Grantor, either Collateral Agent on a quarterly basis of each application by itself or through any agent, employee, licensee or designee, files an application for any owned Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such Grantor shallfiled during the preceding three-month period, substantially contemporaneously with such filing, notify and (ii) upon the Collateral Agent, and, upon request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s 's security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially reasonable all necessary steps that it deems appropriate under the circumstances and are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the owned Patents, Trademarks and/or Copyrights necessary to the conduct of such Grantor's business (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, material is necessary to the conduct of any such Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material that is necessary to the conduct of any such Grantor’s 's business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if shall take such actions as it deems appropriate under the circumstances and consistent with good business judgment, xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances judgment to protect such Article 9

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

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not not, nor will it permit any of its licensees to, do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that which is material to the conduct of such Grantor’s 's business may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a Patent in a manner consistent with past practices in the ordinary course of business. (b) relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) . Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of business. (d) as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. Each Grantor shall notify the Collateral Agent promptly Lender immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In . Each Grantor shall, within ten days after the event that any Grantorend of each calendar month, either itself or through any agent, employee, licensee or designee, files an inform the Lender of each application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof filed during such calendar month by such Grantor, such Grantor shalleither itself or through any agent, substantially contemporaneously with such filingemployee, notify the Collateral Agent, licensee or designee and, upon request of the Collateral AgentLender, each Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent Lender may reasonably request to evidence the Collateral Agent’s Lender's security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright License. (f) and each Grantor hereby appoints the Lender as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) . In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent Lender and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral. Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to the Lender or its designee.

Covenants Regarding Patent, Trademark and Copyright Collateral. Except as permitted by the Credit Agreement and, after the termination of the Credit Agreement, each Other First Lien Agreement: (a) Each Grantor Pledgor 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 GrantorPledgor’s business may become prematurely invalidated or dedicated to the public, and agrees that it shall continue take commercially reasonable steps with respect to use proper statutory notice in connection with Grantor’s any material products covered by a any such Patent in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Grantor (either itself or through Pledgor will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees) willsublicensees to, for each Trademark material to the normal conduct of such GrantorPledgor’s business, (i) maintain such Trademark in full force free from any claim final adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in the ordinary course of business federal or foreign registration or claim of trademark or service xxxx as required under applicable law and (iv) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through Pledgor will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a material Copyright material necessary to the normal conduct of such GrantorPledgor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with statutory use copyright notice in a manner consistent with past practices in the ordinary course of businessas required under applicable copyright laws. (d) Each Grantor Pledgor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the normal conduct of its such Pledgor’s business may imminently become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development indevelopments, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) , regarding such GrantorPledgor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same or its right to keep and maintain the same. (e) In the event that any GrantorEach Pledgor, either itself or through any agent, employee, licensee or designee, files shall (i) inform the 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 by itself, or through any agent, employee, licensee or designee, for any Patent, Trademark, Copyright or becomes Patent with the licensee of an exclusive Copyright License material to the conduct of its business (or for the United States Patent and Trademark Office and each registration of any Trademark or Copyright) Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other countrycountry filed during the preceding twelve-month period, such Grantor shall, substantially contemporaneously with such filing, notify and (ii) upon the Collateral Agent, and, upon reasonable request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such United States federally registered or pending Patent, Trademark, Copyright Trademark or exclusive Copyright LicenseCopyright. (f) Each Grantor will take commercially Pledgor shall exercise its reasonable steps that are business judgment consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the normal conduct of such Pledgor’s business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright that is, in each case, is material to the normal conduct of any Grantorsuch Pledgor’s business, including including, when applicable and necessary in such Pledgor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good any Pledgor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor Pledgor knows or has reason to believe know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Grantor Pledgor shall promptly shall notify the Collateral Agent and shall, if consistent with good such Pledgor deems it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and take such other actions as are reasonably appropriate under the circumstances circumstances. (h) Upon and during the continuance of an Event of Default, at the request of the Agent, each Pledgor shall use commercially reasonable efforts to protect obtain all requisite consents or approvals from the licensor under each Copyright License, Patent License or Trademark License to effect the assignment of all such Article 9Pledgor’s right, title and interest thereunder to (in the Agent’s sole discretion) the designee of the Agent or the Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will (either itself or through licensees) will, for each Patent, not do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that is material to the conduct of such Grantor’s business the Grantors’ businesses, taken as a whole, may become 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 Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s businessthe Grantors’ businesses, taken as a whole, to the extent consistent with past practices and good business judgment, (i) maintain such Trademark in full force free from any material claim of abandonment or invalidity for non-usenonuse, (ii) maintain the quality of products and services offered under such Trademark, consistent with Trademark to the quality of such products and services on extent that the Closing Datefailure to do so would result in a Material Adverse Effect, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve such Grantor’s material rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third material third-party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material Copyright, to the conduct of such Grantor’s businessextent consistent with past practices and good business judgment, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve such Grantor’s material rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business the Grantors’ businesses, taken as a whole, may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the no event that shall any Grantor, either itself or through any agent, employee, licensee or designee, files file an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such Grantor shall, substantially contemporaneously with such filing, notify unless it promptly informs the Collateral Agent, and, upon request of the Collateral Agent, execute executes and deliver delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence (and, in the case of applications for Trademarks with the United States Patent and Trademark Office, perfect) the Collateral Agent’s security interest in such Patent, TrademarkTrademark or Copyright of such Grantor and the goodwill and general intangibles of such Grantor relating thereto or represented thereby, Copyright or exclusive Copyright Licenseand such Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until the Obligations are paid in full. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and relating to the Patents, Trademarks and/or Copyrights which are material to the Grantors’ businesses, taken as a whole, to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s businessthe Grantors’ businesses, taken as a whole, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business the Grantors’ businesses, taken as a whole, is believed by the Grantor that has created the Security Interest in such Collateral pursuant hereto to have been or is about to be infringed, misappropriated or diluted by a third partyparty in any material respect, such Grantor promptly shall notify the Collateral Agent promptly after it learns thereof and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each 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 Grantor’s business may become invalidated prematurely invalidated, abandoned, lapsed or dedicated to the public, and agrees that it shall continue take commercially reasonable steps with respect to use proper statutory notice in connection with Grantor’s any material products covered by a any such Patent in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or its sublicensees) willsublicensees to, for each material Trademark material necessary to the normal conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in the ordinary course of business federal or foreign registration or claim of trademark or service mxxx as required under applicable law and (iv) not knowingly use or knowingly permit the its licensees’ use of such Trademark in violation of any third third-party rights. (c) Each Grantor (either itself or through will, and will use its commercially reasonable efforts to cause its licensees or sublicensees) willits sublicensees to, for each work covered by a material Copyright material necessary to the normal conduct of such Grantor’s businessbusiness that it publishes, continue to publishdisplays and distributes, reproduce, display, adopt and distribute the work with statutory use a copyright notice in a manner consistent with past practices in the ordinary course of businessas required under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the normal conduct of its such Grantor’s business may imminently become abandoned, lost lapsed or dedicated to the public, or of any materially adverse determination or development (including the institution ofdevelopment, excluding office actions and similar determinations or any such determination or development in, any proceeding developments in the United States Patent and Trademark Office, United States Copyright Office or Office, any court or any similar office of any country) , regarding such Grantor’s ownership of any such material Patent, Trademark or Copyright, Copyright or its right to register the same or its right to keep and maintain the same. (e) In the event that any Each Grantor, either itself or through any agent, employee, licensee or designee, files shall (i) inform the Collateral Agent on an annual basis of each application by itself, or through any agent, employee, licensee or designee, for any Patent, Trademark, Copyright or becomes Patent with the licensee of an exclusive Copyright License material to the conduct of its business (or for the United States Patent and Trademark Office and each registration of any Trademark or Copyright) Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other countrycountry filed during the preceding twelve-month period, in each case to the extent such Grantor shall, substantially contemporaneously with application or registration relates to the Intellectual Property material to the normal course of such filing, notify Grantor’s business and (ii) subject to the Collateral Agent, and, upon request terms of the Collateral AgentIntercreditor Agreements, 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 or Copyright or exclusive Copyright Licenseand the perfection thereof. (f) Each Grantor will take commercially shall exercise its reasonable steps that are business judgment consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintain maintaining and pursue pursuing each material application relating to the Patentsany Patent, Trademarks Trademark and/or Copyrights Copyright (and to obtain obtaining the relevant grant or registration) material to the normal conduct of such Grantor’s business and to maintain (i) each issued Patent and (ii) the registrations of each registration of the Trademarks Trademark and Copyrights each Copyright that is, in each case, is material to the normal conduct of any such Grantor’s business, including including, when applicable and necessary in such Grantor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor knows or has reason to believe know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the normal conduct of any Grantor’s its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Grantor shall promptly shall notify the Collateral Agent and shall, if consistent with good such Grantor deems it necessary in its reasonable business judgment, xxx for infringement, misappropriation or dilution promptly sxx and to recover any and all damages for such infringement, misappropriation or dilutiondamages, and take such other actions as are reasonably appropriate under the circumstances to protect such Article 9circumstances.

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

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

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

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not not, nor will it permit any of its licensees to, do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that which is material to the conduct of such Grantor’s 's business may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a Patent in a manner consistent with past practices in the ordinary course of businessrelevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Grantor B.I. Properties I, Inc. (either itself or through its Grantor licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s 's business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable United States law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any countrythe United States) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the no event that shall any Grantor, either itself or through any agent, employee, licensee or designee, files file an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any other countrypolitical subdivision of the United States, such Grantor shall, substantially contemporaneously with such filing, notify the unless it promptly informs Collateral Agent, and, upon request of the Collateral Agent, execute executes and deliver delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s 's security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand each Grantor hereby appoints Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any other country political subdivision of the United States, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to seek to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as Grantors determine are appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all of such Grantor's right, title and interest thereunder to Collateral Agent or its designee, to the extent the same are assignable by their terms.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not not, nor will it permit any of its licensees to, knowingly do any act act, or knowingly omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) , whereby any Patent that which is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, and agrees that that, consistent with its past practices, it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a Patent in a manner consistent with past practices in the ordinary course of businessrelevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality standard of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory as applicable, display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law, and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights, in each case in a manner reasonably consistent with its past practices. (c) Each Grantor (either itself or through its licensees or sublicenseeslicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice as necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws in a manner reasonably consistent with its past practices in the ordinary course of businesspractices. (d) No Grantor will knowingly do any act, or omit to do any act, whereby any Patent, Trademark or Copyright that is material to the conduct of such Grantor’s business may become abandoned, lost or dedicated to the public. Each Grantor shall notify the Collateral Agent promptly immediately if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any other countrypolitical subdivision of the United States, at the end of each fiscal quarter, such Grantor shall, substantially contemporaneously with shall promptly inform the Collateral Agent of such filing, notify and such Grantor shall execute, deliver and file with the Collateral AgentUnited States Patent and Trademark Office or United States Copyright Office, andas applicable, upon request of the Collateral Agenta Trademark Security Agreement, execute a Patent Security Agreement or a Copyright Security Agreement, as applicable, and deliver any and all agreements, instruments, other documents and papers as the Collateral Agent may reasonably request to evidence and perfect the Collateral Agent’s security interest Security Interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand each Grantor hereby appoints the Collateral Agent as its attorneys-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorneys being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially reasonable all reasonably necessary steps that are consistent with its customary the applicable practice in any proceeding before any relevant office or agency, such as the United States Patent and Trademark Office, the United States Copyright Office or any office or agency in any other country political subdivision of the United States or in any foreign country, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights that is material to the conduct of any Grantor’s business (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, fees and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, xxx for infringement, misappropriation or dilution and promptly take appropriate action to recover any and all damages for end such infringement, misappropriation or dilution, and take such other actions action as are is appropriate under the circumstances to protect such Article 9Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its best efforts to obtain all requisite consents or approvals from the licensor of each Copyright License, Patent License or Trademark License that is material to the conduct of any Grantor’s business to effect the assignment of all of such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee. (i) Each Grantor will perform all acts and execute and deliver all further instruments and documents, including, without limitation, conditional assignments for security in form suitable for filing with the United States Patent and Trademark Office, and the United States Copyright Office, respectively, reasonably requested by Collateral Agent at any time to evidence, perfect, maintain, record and enforce the Collateral Agent’s interests in all material Trademarks, Patents and Copyrights or otherwise in furtherance of the provisions of this Agreement, and each Grantor hereby authorizes the Collateral Agent to execute and file one or more accurate financing statements (and similar documents) or copies thereof or of this Security Agreement with respect to material Patents, Trademarks and Copyrights signed only by the Collateral Agent. (j) Each Grantor will, upon acquiring knowledge of any use by any person of any term or design reasonably likely to cause confusion with any material Trademark, promptly notify the Collateral Agent of such use, and if requested by Collateral Agent at such Grantor’s expense, take such action as Collateral Agent, in its reasonable discretion, may deem advisable for the protection of the Collateral Agent’s interests in and to the Trademarks; provided that the foregoing in this clause (j) shall not prohibit any Grantor from taking such action as such Grantor, in its reasonable discretion, may independently deem advisable for the protection of its and the Collateral Agent’s interests in and to the Trademarks prior to any such request by Collateral Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not not, 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 as omitting 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, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a Patent in a manner consistent with past practices in the ordinary course of businessrelevant patent number as necessary and sufficient to establish and preserve its rights under applicable patent laws. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the no event that shall any Grantor, either itself or through any agent, employee, licensee or designee, files file an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such Grantor shall, substantially contemporaneously with such filing, notify unless it promptly informs the Collateral Agent, and, upon request of the Collateral Agent, execute and deliver executes and delivers any and all agreements, instruments, documents and papers, including such documents and papers as the Collateral Agent may reasonably request request, to evidence the Collateral Agent’s security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand each Grantor hereby agrees to execute such writings for the foregoing purposes, and also appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third partyparty in a manner which could adversely affect the conduct of such Grantor’s business, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 99 Collateral. (h) Upon and during the continuance of an Event of Default, each Grantor shall use its reasonable best efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Credit Agent.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not do any act or knowingly omit to do any act (not, and will exercise commercially reasonable efforts to prevent not permit any of its licensees from doing any act or omitting to to, do any act) , or omit do to any act, whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a Patent in a manner consistent with past practices in the ordinary course of businessrelevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s businessCopyright, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the no event that shall any Grantor, either itself or through any agent, employee, licensee or designee, files file an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, such Grantor shall, substantially contemporaneously with unless it promptly notifies (which notice may be given after such filing, notify ) the Collateral Agent, and, upon request of the Collateral Agent, execute executes and deliver delivers any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest Security Interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially reasonable all necessary steps that it deems appropriate under the circumstances and are consistent with its customary the practice in any proceeding before the Xxxxxx Xxxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx Copyright Office or any office or agency in any political subdivision of the United States Patent and Trademark Office, United States Copyright Office or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties; provided that nothing herein shall prevent the Board of Directors of the Company or any Subsidiary Grantor from expanding or reducing a line of business that it deems in its business judgment to be in the best interest of the Company or such Subsidiary Grantor. (g) In the event that any Grantor knows or has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Other Collateral Grantor agrees that it will not 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 conduct of such Grantor’s business constituting Material Intellectual Property may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a such Patent in a manner with the relevant patent number consistent with past practices in the ordinary course of businessgood business judgment to establish and preserve its rights under applicable patent laws. (b) Each Other Collateral Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s businessconstituting Material Intellectual Property, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner of Federal or foreign registration consistent with past practices in the ordinary course of good business judgment to establish and preserve its rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Other Collateral Grantor (either itself or through its licensees or sublicensees) willshall, for each work covered by a Copyright material to the conduct of such Grantor’s businessconstituting Material Intellectual Property, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessgood business judgment to establish and preserve its rights under applicable copyright laws. (d) Each Other Collateral Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright material to the conduct of its business constituting Material Intellectual Property may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Other Collateral Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same; provided that such notification need not be given if such impairment of such Intellectual Property is not material viewed against the Material Intellectual Property as a whole. (e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark, Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its Each Other Collateral Grantor shall take all steps consistent with good business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or in any other country, such Grantor shall, substantially contemporaneously with such filing, notify the Collateral Agent, and, upon request of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in such Patent, Trademark, Copyright or exclusive Copyright License. (f) Each Grantor will take commercially reasonable steps judgment that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights constituting Material Intellectual Property (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, material to the conduct of any Grantor’s businessconstituting Material Intellectual Property, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (f) Upon and during the continuance of an Event of Default, each Grantor shall endeavor in good faith to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor's right, title and interest thereunder to the Collateral Agent or its designee; provided, however, that until the Senior Payment in Full shall have occurred, the Grantors' obligations under this Section 4.06(f) shall be satisfied by complying with Section 4.06(f) of the Master Guarantee and Collateral Agreement. (g) In The failure to comply with any of the event that any Grantor has reason to believe that any Article 9 Collateral consisting foregoing covenants in this Section 4.06 shall not be deemed a breach thereof for purposes of a Patent, Trademark Section 6.01 (Events of Default) of the Indenture unless such failure is willful or Copyright material to the conduct rights or interests of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9Noteholders.

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

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not 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 conduct of such Grantor’s business may become 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 Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory notice in a manner consistent with past practices in the ordinary course of business and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with statutory notice in a manner consistent with past practices in the ordinary course of business. (d) Each Grantor Grantors shall notify the Collateral Agent promptly immediately if it knows they know or has have reason to know that any application or registration relating to any Patent, Trademark or Copyright material to the conduct of its business (now or hereafter existing) may become abandoned, lost abandoned or dedicated to the publicdedicated, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or similar office of any countrycourt) regarding such any Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (eii) In the no event that shall any Grantor, either itself or through any agent, employee, licensee or designee, files file an application for any Patent, Trademark, Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Patent, Trademark or Copyright) Copyright with the United States Patent and Trademark Office, the United States Copyright Office or in any other country, such Grantor shall, substantially contemporaneously with such filing, notify the Collateral Agentsimilar office or agency without giving Agent prior written notice thereof, and, upon request of the Collateral Agent, Grantor shall execute and deliver any and all agreementsPatent Security Agreements, instruments, documents and papers Copyright Security Agreements or Trademark Security Agreements as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest in 's Lien on such Patent, TrademarkTrademark or Copyright, Copyright and the General Intangibles of such Grantor relating thereto or exclusive Copyright Licenserepresented thereby. (fiii) Each Grantor will Grantors shall take commercially reasonable steps that are consistent with its customary practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office all actions necessary or in any other country requested by Agent to maintain and pursue each material application relating application, to obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks and/or and Copyrights (and to obtain the relevant grant now or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, material to the conduct of any Grantor’s businesshereafter existing), including timely filings the filing of applications for renewal, affidavits of use, affidavits of incontestability noncontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, opposition and interference and cancellation proceedings against third partiesproceedings. (giv) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a the Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been Collateral is infringed upon, or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and comply with Section 5(a)(ix) of this Security Agreement. Such Grantor shall, if consistent with good unless such Grantor shall reasonably determine that such Patent, Trademark or Copyright Collateral is in no way material to the conduct of its business judgmentor operations, xxx promptly sue for infringement, misappropriation or dilution and to recover any recovex xny and all damages for such infringement, misappropriation or dilution, and shall take such other actions as are Agent shall deem appropriate under the circumstances to protect such Article 9Patent, Trademark or Copyright Collateral.

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that it will not do any act or knowingly omit do to do any act (and will exercise commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any act) whereby any Patent that is material to the conduct of such Grantor’s business the businesses of a Grantor may become invalidated or dedicated to the public, and agrees that it shall continue to use proper statutory notice in connection with Grantor’s xxxx any products covered by a Patent in a manner consistent that is material to the conduct of such Grantor’s business with past practices in the ordinary course of businessrelevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products and services offered under such Trademark, consistent with the quality of such products and services on the Closing Date, (iii) use statutory display such Trademark with notice in a manner consistent with past practices in of Federal or foreign registration to the ordinary course of business extent necessary and sufficient to establish and preserve its maximum rights under applicable law and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright material to the conduct of such Grantor’s business, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to establish and preserve its maximum rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright that is material to the conduct of its a Grantor’s business may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark or CopyrightCopyright material to the conduct of its business, its right to register the same same, or its right to keep and maintain the same. (e) In Contemporaneously with the event that delivery of quarterly financial statements to the Trustee pursuant to Section 4.19(a) of the Indenture and to the Administrative Agent pursuant to Section 6.1 of the Revolving Facility Agreement, each Grantor shall (i) notify the Collateral Agent of any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark, Trademark or Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (or for the registration of any Trademark or Copyright) with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof since the last such notification (or, such Grantor shall, substantially contemporaneously with such filing, notify in the Collateral Agent, and, upon request case of the Collateral Agentfirst quarter following the Issue Date, since the Issue Date), (ii) execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request necessary to evidence the Collateral Agent’s first-priority security interest in such Patent, TrademarkTrademark or Copyright and (iii) each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, Copyright or exclusive Copyright Licenseall acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation cancelation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent with good business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9

Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Each Grantor agrees that that, except as otherwise deemed necessary or advisable by such Grantor in the exercise of its reasonable business judgment, it will not 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 as omitting to do any act) whereby any Patent owned by such Grantor that is material to the conduct of such Grantor’s 's business may is reasonably expected to become invalidated prematurely invalidated, forefeited, unenforceable or dedicated to the public, and agrees that it shall continue take commercially reasonable steps with respect to use proper statutory notice in connection with Grantor’s any products covered by a any such Patent in a manner consistent with past practices in the ordinary course of businessas necessary and sufficient to preserve its rights under applicable patent laws. (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each Trademark owned by such Grantor that is material to the conduct of such Grantor’s 's business, (i) except as otherwise deemed necessary or advisable by such Grantor in the exercise of its reasonable business judgment, maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality display such Trademark with notice of products Federal or foreign registration or claim of trademark or service xxxx as required to establish and services offered preserve its rights under such Trademark, consistent with the quality of such products applicable law and services on the Closing Date, (iii) use statutory notice in a manner consistent with past practices in the ordinary course of business and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any third party rights. (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work covered by a Copyright owned by such Grantor that is material to the conduct of such any Grantor’s 's business, continue to publish, reproduce, display, adopt and distribute the work with statutory appropriate copyright notice in a manner consistent with past practices in the ordinary course of businessas required to establish and preserve its rights under applicable copyright laws. (d) Each Grantor shall notify the Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright owned by such Grantor that is material to the conduct of its business may is reasonably likely to become abandoned, imminently abandoned or lost or prematurely dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s 's ownership of any Patent, Trademark or Copyright, its right to register the same same, or its right to keep and maintain the same. (e) In the event that any Grantor, either itself or through any agent, employee, licensee or designee, files an application for any Patent, Trademark, Copyright or becomes the licensee of an exclusive Copyright License material to the conduct of its business (Patent or for the registration of any Trademark or Copyright) Copyright with the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other countrycountry or any political subdivision thereof, or receives notification that an intent-to-use Trademark application has been approved, such Grantor shall, substantially contemporaneously with such filing, notify shall promptly inform the Collateral Agent, and, upon request of the Collateral Agent, shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s 's security interest in such Patent, TrademarkTrademark or Copyright, Copyright or exclusive Copyright Licenseand each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable. (f) Each Grantor will take commercially reasonable all necessary steps that are consistent with its customary the practice in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights which are material to the conduct of any Grantor's business (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is, in each case, is material to the conduct of any Grantor’s 's business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good such Grantor believes it necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. (g) In the event that any Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of any Grantor’s 's business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Grantor shall promptly shall notify the Collateral Agent and shall, if consistent with good such Grantor believes it necessary in its reasonable business judgment, promptly xxx for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9