Common use of Covenants Relating to Patents and Trademarks Clause in Contracts

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgment, (B) maintain as in the past the quality of products and services offered under any Trademark in use, (C) employ such Trademark with the appropriate notice of registration, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (D) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect to each Trademark owned by a Grantor and material Trademark to the business of such Grantor, Grantor (A) continue Continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except if applicable, (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark owned by a Grantor and material to the business of such Grantor may become invalidated. (ii) Not do any act, or omit to do any act, whereby any Patent owned by a Grantor and material Patent to the business of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately and the Secured Parties promptly if it knows that any application or registration relating to any material Patent or Trademark owned by a Grantor and material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material Patent or Trademark material to the business of such Grantor or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent to the extent required by the Credit Agreement. Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the Secured Parties in any Patent or Trademark material to the business of any Grantor in the Collateral and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its each Patent and Trademark owned by a Grantor and material Patents and Trademarksto the business of such Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral and material to the business of such Grantor is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem be commercially appropriate under the circumstances to protect such and defend each Patent or TrademarkTrademark material to its business. (vii) Not make any assignment or agreement in conflict with the security interest in any material Patents or Trademarks of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, an Obligor shall report such filing to the Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder, except for licenses thereof which such Obligor has reasonably determined to be advisable or advantageous and which comply with the provisions of Section 8.14 of the Credit Agreement.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Material Trademark in full force free from any valid claim of abandonment for non-use use, unless such Grantor determines to abandon any Material Trademark is abandoned or no longer used in is reasonable business judgmentthe ordinary course of business, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Material Trademark, (C) employ such Material Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Material Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Material Trademark may become invalidated.; (ii) Not do any act, or omit to do any act, whereby any material Material Patent of such Grantor may become abandoned or dedicated.; (iii) Notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Material Patent or Material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same.; (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Administrative Agent within fifteen Business Days after the last day of the fiscal year in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in any Patent or Trademark and the goodwill and General Intangibles of an Obligor relating thereto or represented thereby; (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material all Material Patents and Material Trademarks, unless such Material Patents and Material Trademarks have been abandoned or are no longer used in the ordinary course of business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.; (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Material Patent or Material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.; and (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder;

Covenants Relating to Patents and Trademarks. (iA) With respect Continue to use each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except or notice of trademark or service xxxx, as applicable, sufficient to protect such Trademark, (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the extent that failure Collateral Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Collateral Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office of any similar office or agency in any other country or any political subdivision thereof, such Obligor shall promptly report such filing to the Collateral Agent. Upon request of the Collateral Agent, an Obligor 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 and the Lenders' security interest in any Patent or Trademark and the goodwill and General Intangibles of such Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its the material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Collateral Agent and the Lenders after it learns that any material Patent or material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Except for licenses to third parties in the ordinary course of business or except in connection with sales or other dispositions permitted under the Credit Agreement, not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) Unless otherwise permitted in writing by the Administrative Agent and consistent with past practice, continue to use such each Trademark on each and every trademark class of goods applicable that is material to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark business in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except if applicable, (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark owned by a Grantor and material to the business of such Grantor may become invalidated. (ii) Not Unless otherwise permitted in writing by the Administrative Agent, not do any act, or omit to do any act, whereby any Patent owned by a Grantor and material Patent to the business of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately and the Secured Parties promptly if it knows that any application or registration relating to any material Patent or Trademark owned by a Grantor and material to the business of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material Patent or Trademark that is material to the business of such Grantor or its right to register the same or to keep and maintain the same. (iv) Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the Secured Parties in any Patent or Trademark in the Collateral and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its each Patent and Trademark owned by a Grantor and material Patents and Trademarksto the business of such Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent after it learns that If any material Patent or Trademark of a Grantor that is material to the business of such Grantor included in the Collateral is being infringed, misappropriated or diluted by a third party andand such Grantor becomes aware of it, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement). (viii) For purposes of this Section 5(h), the materiality of any Patent and/or Trademark shall be determined by each Grantor in its commercially reasonable opinion.

Covenants Relating to Patents and Trademarks. (i) With respect Except in connection with a Disposition permitted under Section 8.05 of the Credit Agreement or to each material Trademark of such Grantor, the extent that failure to so act or refrain from acting could not reasonably be expected to have a Material Adverse Effect (A) continue to use such each registered Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, this Security Agreement and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicateddedicated that would reasonably expected to result in a Material Adverse Effect. (iii) Notify the Administrative Agent immediately promptly if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any countryOffice) regarding a Grantor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same, in each case, that would reasonably be expected to have a Material Adverse Effect. (iv) Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the holders of the Secured Obligations in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, unless failure to do so could not reasonably be expected to have a Material Adverse Effect. (vA) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate appropriate, unless such infringement, misappropriation or dilution could not reasonably be expected to have a Material Adverse Effect, and (B) to recover any and all damages for such infringement, misappropriation or dilution, dilution or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark, in each case, unless failure to do so could not reasonably be expected to have a Material Adverse Effect. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder that would reasonably expected to result in a Material Adverse Effect.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Secured Party shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent immediately Secured Party if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the Canadian Intellectual Property Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent Secured Party after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vi) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such GrantorTo the extent reasonable under the circumstances, Grantor shall (A) continue to use such each material Trademark on each and every trademark class of goods Goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) knowingly do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not To the extent reasonable under the circumstances, Grantor shall not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicateddedicated to the public. (iii) Notify Promptly notify the Administrative Collateral Agent immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicateddedicated to the public (other than pursuant to the natural terms thereof), or of any materially adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any countryother than routine prosecution matters) regarding a Grantor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable stepssuch actions as it shall reasonably deem appropriate under the circumstances, including, without limitation, including in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its the material Patents and Trademarks, including, without limitation, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Collateral Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is materially infringed, misappropriated or diluted by a third party and, and take such actions as it shall reasonably deem appropriate under the circumstances to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to otherwise protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each registered Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such registered Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch registered Trademark, (C) employ such registered Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such registered Trademark unless the Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any registered Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material registered Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the holders of the Secured Obligations immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material registered Patent or material registered Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Grantor shall report such filing to the Agent and the holders of the Secured Obligations concurrently with the next delivery of financial statements of the Loan Parties pursuant to Section 6.01 of the Credit Agreement. Upon request of the Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may reasonably request to evidence the security interest of the Agent and the holders of the Secured Obligations in any registered Patent or registered Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable steps, including, without limitation, including in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the holders of the Secured Obligations after it learns that any material registered Patent or registered Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists constituting Material Intellectual Property in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor constituting Material Intellectual Property may become abandoned or dedicateddedicated to the public domain. (iii) Notify Promptly notify the Administrative Agent immediately if it knows has knowledge that any application or registration relating to any material Patent or Trademark of such Grantor constituting Material Intellectual Property may become abandoned or dedicateddedicated to the public domain, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in Canada or in any other country) regarding a Grantor’s an Obligor's ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in Canada or in any other country or any political subdivision thereof, such Obligor shall report such filing to the Agent and the Lenders quarterly, together with the officer's certificate delivered pursuant to Section 7.1(d) of the Credit Agreement. Upon request of the Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and General Intangibles of such Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in Canada or in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the an extent such infringement that could reasonably be expected to have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, Material Adverse Effect and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use each Trademark material to any legitimate purpose of such Trademark on each and every trademark class of goods applicable to its current line Obligor’s business in such a manner as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registrationregistration as required by law, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicateddedicated to the public domain. (iii) Notify Promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark material to any legitimate purpose of such Grantor Obligor’s business may become abandoned or dedicateddedicated to the public domain, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any countrycountry but not including routine office actions issued by the United States Patent and Trademark Office) regarding a Grantorsuch Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever such Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Agent and the Lenders within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, such Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent’s and the Lenders’ security interest in any Patent or Trademark and the goodwill and general intangibles of such Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and TrademarksTrademarks material to any legitimate purpose of such Obligor’s business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark material to any legitimate purpose of such Grantor Obligor’s business included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent if such infringement could have a material adverse effect on any Obligor deems it necessary in its reasonable business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademarkjudgment, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of such Obligor created hereunder or under any other Loan Document. (viii) Not (either itself or through a licensee) do any act that knowingly uses any material Patent or Trademark to infringe the intellectual rights of any other Person.

Covenants Relating to Patents and Trademarks. (i) With respect (A) Continue to use each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its the material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vi) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder, except for the sale or other disposition of assets as permitted under the Credit Agreement.

Covenants Relating to Patents and Trademarks. Each Obligor shall: (a) (i) With respect to each material Trademark of such Grantor, (A) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (Bii) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (Ciii) employ such Trademark with the appropriate notice of registration, except (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (Dv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. , (iib) Not not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. , (iiic) Notify promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. , (ivd) Take whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Administrative Agent and the Secured Parties within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all commercially reasonable agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ security interest in any Patent or Trademark and the goodwill and General Intangibles of such Obligor relating thereto or represented thereby, (e) take all reasonably necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. , (vf) Promptly promptly notify the Administrative Agent and the Secured Parties after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a Obligor reasonably deems material adverse effect on any business of Grantor to or its Subsidiaries or otherwise have a material adverse effect on economically desirable in the value operation of such Patent or TrademarkObligor’s business, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark, and (g) not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgment, (B) maintain Maintain as in the past the quality of products and services offered under any each Trademark in useowned by such Grantor (each, an “Owned Trademark”), (CB) employ such each Owned Trademark with the appropriate notice of registration, except if applicable, (C) not adopt or use any xxxx that is confusingly similar to or a colorable imitation of such Owned Trademark unless the extent that failure Administrative Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (D) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Owned Trademark may become invalidatedabandoned, invalidated or rendered unenforceable. (ii) Not do any act, or omit to do any act, whereby any material Patent of such owned by a Grantor (each, an “Owned Patent”) may become abandoned abandoned, invalidated, rendered unenforceable or dedicateddedicated to the public. (iii) Notify the Administrative Agent immediately promptly if it knows that any Owned Trademark, or any application or registration relating to any material Owned Patent or Owned Trademark of such Grantor may become abandoned abandoned, invalidated, rendered unenforceable or dedicateddedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office Office, or any similar office or agency in any other country or any political subdivision thereof or any court or tribunal in any country) regarding a Grantor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Upon request of the Administrative Agent, a Grantor shall execute and deliver any agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence and perfect the security interest of the Administrative Agent and the Secured Parties in any Patent or Trademark in the Collateral and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents each Owned Patent and TrademarksOwned Trademark, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, violated, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate another Person and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder (other than as permitted by the Credit Agreement).

Covenants Relating to Patents and Trademarks. (i) With respect Except as could not reasonably be expected to each material Trademark of such Grantorhave a Material Adverse Effect, use reasonable efforts to (A) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not Except as could not reasonably be expected to have a Material Adverse Effect, use reasonable efforts to not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify Except as could not reasonably be expected to have a Material Adverse Effect, promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Take Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Administrative Agent and the Lenders within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all commercially agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s and the Lenders’ security interest in any Patent or Trademark and the goodwill and General Intangibles of such Obligor relating thereto or represented thereby. (v) Except as could not reasonably be expected to have a Material Adverse Effect, take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly Except as could not reasonably be expected to have a Material Adverse Effect, promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, and if prudent business conduct (to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, be determined in Obligor’s reasonable discretion) promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Use reasonable efforts to not make an agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder, except to the extent that the term in such agreement creating such conflict is ineffective under applicable law (including Sections 9-406, 9-407, 9-408 and 9-409 of the UCC of any relevant jurisdiction).

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such material Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch material Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark which is confusingly similar or a colorable imitxxxxn of such Trademark unless the Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (DE) not (and not permit xxxmit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicateddedicated unless, in such Obligor's reasonable good faith judgment, there is a valid business reason to taking or omitting to take any such action. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor included in the Collateral may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take Unless, in such Obligor's reasonable good faith judgment, there is a valid business reason to taking or omitting to take any such action, take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents each Patent and Trademarkseach Trademark included in the Collateral, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to seek xeek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or TrademarkTrademark unless, in such Obligor's reasonable good faith judgment, there is a valid business reason to taking or omitting to so sue, seek, recover or take any such action. (vi) Not make xxy assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (iA) With respect Continue to use each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use, where such continued use unless such Grantor determines to abandon any Trademark in is reasonable business in the Obligor’s judgment, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Canadian Agent, for the ratable benefit of the Canadian Lenders, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated, unless such act or omission is reasonable in the Obligor’s judgment. (iii) Notify Promptly notify the Administrative Canadian Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Canadian Intellectual Property Office or any court or tribunal in any country) regarding a Grantorany Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever any Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any material Patent or Trademark with the Canadian Intellectual Property Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Canadian Agent and the Canadian Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Canadian Agent, such Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Canadian Agent may request to evidence the Canadian Agent’s and the Canadian Lenders’ security interest in any material Patent or Trademark and the goodwill and the general intangibles of such Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Canadian Intellectual Property Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its the material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Canadian Agent and the Canadian Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, if deemed reasonable by Obligor and promptly xxx sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of an Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use each Trademark material to any legitimate purpose of such Trademark on each and every trademark class of goods applicable to its current line Obligor’s business in such a manner as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registrationregistration as required by law, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not Except as permitted under Section 12.07 of the Indenture, not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicateddedicated to the public domain. (iii) Notify Promptly notify the Administrative Collateral Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark material to any legitimate purpose of such Grantor Obligor’s business may become abandoned or dedicateddedicated to the public domain, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any countrycountry but not including routine office actions issued by the United States Patent and Trademark Office) regarding a Grantorsuch Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever such Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Collateral Agent within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent, such Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the Security Parties’ security interest in any Patent or Trademark and the goodwill and general intangibles of such Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and TrademarksTrademarks material to any legitimate purpose of such Obligor’s business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Collateral Agent after it learns that any material Patent or Trademark material to any legitimate purpose of such Grantor Obligor’s business included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent if such infringement could have a material adverse effect on any Obligor deems it necessary in its reasonable business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademarkjudgment, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of such Obligor created hereunder or under the Indenture or any other Collateral Document. (viii) Not (either itself or through a licensee) do any act that knowingly uses any material Patent or Trademark to infringe the intellectual rights of any other Person.

Covenants Relating to Patents and Trademarks. (i) With respect Except to each material Trademark of the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect and such GrantorObligor has a valid business purpose therefor, (A) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (D) not adopt or use any mark which is confusingly similar or a colorable imitaxxxx of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to this Security Agreement, and (and E) not (xxx not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not Except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect and such Obligor has a valid business purpose therefor, not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its the material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to seek xxek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Material Trademark in full force free from any valid claim of abandonment for non-use use, unless such Grantor determines to abandon any Material Trademark is abandoned or no longer used in is reasonable business judgmentthe ordinary course of business, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Material Trademark, (C) employ such Material Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Material Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Material Trademark may become invalidated.; (ii) Not do any act, or omit to do any act, whereby any material Material Patent of such Grantor may become abandoned or dedicated.; (iii) Notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Material Patent or Material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same.; (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Administrative Agent within fifteen Business Days after the last day of the fiscal year in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in any Patent or Trademark and the goodwill and General Intangibles of an Obligor relating thereto or represented thereby; (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material all Material Patents and Material Trademarks, unless such Material Patents and Material Trademarks have been abandoned or are no longer used in the ordinary course of business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability.; CHAR1\1473448v2 (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Material Patent or Material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.; and (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder;

Covenants Relating to Patents and Trademarks. (i) With respect to each material any Trademark of such Grantorowned by a Grantor that is included in the Collateral that is a Material IP Right, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except if applicable, (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become owned by a Grantor is invalidated. (ii) Not With respect to any Patent owned by a Grantor that is included in the Collateral that is a Material IP Right, not do any act, or omit to do any act, whereby any material such Patent of such owned by a Grantor may become is abandoned or dedicated. (iii) Notify the Administrative Agent immediately promptly if it knows that any application or registration relating to any material Patent or Trademark owned by a Grantor that is included in the Collateral and is a Material IP Right of such Grantor may become abandoned or dedicated, or of any materially adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) of which such Grantor becomes aware regarding a Grantor’s ownership of any material Patent or Trademark that is a Material IP Right of such Grantor or its right to register the same or to keep and maintain the same.. WEST\275619327.7 (iv) Take Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent as required by the Credit Agreement. Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all commercially agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the Secured Parties in any Patent or Trademark in the Collateral and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) With respect to each Patent and Trademark owned by a Grantor that is a Material IP Right, take all reasonable stepsand necessary steps as it shall deem appropriate in the circumstances, including, without limitation, if applicable, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents each such Patent and TrademarksTrademark owned by a Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral that is a Material IP Right is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a in any material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate respect and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in material conflict with the security interest in the Patents or Trademarks of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

Covenants Relating to Patents and Trademarks. Each Borrower shall: (a) (i) With respect to each material Trademark of such Grantor, (A) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (Bii) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (Ciii) employ such Trademark with the appropriate notice of registration, except (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (Dv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. , (iib) Not not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. , (iiic) Notify promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Borrower’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. , (ivd) Take whenever an Borrower, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Borrower shall report such filing to the Agent and the Secured Parties within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, an Borrower shall execute and deliver any and all commercially reasonable agreements, instruments, documents and papers as the Agent may request to evidence the Agent’s and the Secured Parties’ security interest in any Patent or Trademark and the goodwill and General Intangibles of such Borrower relating thereto or represented thereby, (e) take all reasonably necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. , (vf) Promptly promptly notify the Administrative Agent and the Secured Parties after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a Borrower reasonably deems material adverse effect on any business of Grantor to or its Subsidiaries or otherwise have a material adverse effect on economically desirable in the value operation of such Patent or TrademarkBorrower’s business, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark, and (g) not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Borrower hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Collateral Agent immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Collateral Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (iA) With respect Continue to use each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Secured Parties immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Grantor shall report such filing to the Administrative Agent and the Secured Parties within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the Secured Parties in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, including in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each material application (and to obtain the relevant registration) and to maintain each material registration of its material the Patents and Trademarks, including, without limitation, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Secured Parties after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch material Trademark, (C) employ such material Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or material Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, an Obligor shall report such filing to the Administrative Agent and the Lenders within 45 days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its all material Patents and material Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each all material Trademark Patents and Trademarks of such Grantor, Grantor that are Collateral hereunder: (A) Except to the extent that the failure to do so would not reasonably be expected to have a material adverse effect on the value of such Collateral, continue to use each such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (ii) Not Except to the extent that the failure to do so would not reasonably be expected to have a material adverse effect on the value of such Collateral, not do any act, or omit to do any act, whereby any material such Patent of such Grantor may become abandoned or dedicated. (iii) Notify Except to the extent that the failure to do so would not reasonably be expected to have a material adverse effect on the value of such Collateral, notify the Administrative Agent immediately if it knows that any application or registration relating to any material such Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a such Grantor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, including in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each material application (and to obtain the relevant registration) and to maintain each registration of its any Patent or Trademark that is material Patents and Trademarksto the conduct of the business of such Grantor, including, without limitation, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark that is material to the conduct of the business of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any if consistent with good business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademarkjudgment, promptly xxx sxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vi) Not make any assignment or agreement in conflict with the security interest in any such Patents or Trademarks of such Grantor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the holders of the Secured Obligations immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Grantor shall report such filing to the Administrative Agent and the holders of the Secured Obligations within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the holders of the Secured Obligations in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (D) not adopt or use any mark that is confusingly similar or a colorable imitaxxxx of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such mark pursuant to this Security Agreement, and (and E) not (xxd not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the holders of the Secured Obligations immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s 's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Grantor shall report such filing to the Administrative Agent and the holders of the Secured Obligations within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the holders of the Secured Obligations in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to seek tx xeek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgment, (B) maintain Maintain as in the past the quality of products and services offered under any each Trademark in use, (C) employ owned by such Trademark with the appropriate notice of registrationGrantor that is Material Intellectual Property, except to where the extent that failure to do so could not reasonably be expected to have result in a Material Adverse EffectEffect or a material adverse effect on such Grantor’s rights in such Trademark, (B) employ each Trademark owned by such Grantor that is a Material Intellectual Property with the appropriate notice of registration, if applicable except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect or a material adverse effect on such Grantor’s rights in such Trademark, and (DC) not (and not permit adopt or use any licensee xxxx that is confusingly similar to or sublicensee thereof to) do any act or knowingly omit to do any act whereby a colorable imitation of any Trademark may become invalidatedowned by such Grantor unless the Administrative Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to this Security Agreement. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately promptly if it knows that any Trademark or Patent owned by such Grantor that is Material Intellectual Property, or any application or registration relating to any material Patent or Trademark of owned by such Grantor may that is Material Intellectual Property, is reasonably likely to become abandoned abandoned, invalidated, rendered unenforceable or dedicateddedicated to the public, or of any materially adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office Office, or any court similar office or tribunal agency in any other country) regarding a such Grantor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same. (iviii) Take all commercially reasonable and necessary steps, including, without limitation, including in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents each Patent and Trademarkseach Trademark owned by such Grantor that is Material Intellectual Property, including, without limitation, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify incontestability but excluding the Administrative Agent after it learns that maintenance and pursuit of any material Patent or Trademark of such Grantor included that in the Collateral commercially reasonable business judgment of the Grantor is infringed, misappropriated not necessary or diluted by a third party and, to material for either (x) the extent such infringement could have a material adverse effect on any conduct of the business of Grantor any Loan Party or its Subsidiaries or otherwise have a (y) any material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate Product Development and to recover Commercialization Activities associated with any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or TrademarkProduct.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgment, (B) maintain Maintain as in the past the quality of products and services offered under any each Trademark in use, (C) employ owned by such Trademark with the appropriate notice of registrationGrantor that is Material Intellectual Property, except to where the extent that failure to do so could not reasonably be expected to have result in a Material Adverse EffectEffect or a material adverse effect on such Grantor’s rights in such Trademark, (B) employ each Trademark owned by such Grantor that is Material Intellectual Property with the appropriate notice of registration, if applicable, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect or a material adverse effect on such Grantor’s rights in such Trademark, and (DC) not (and not permit adopt or use any licensee xxxx that is confusingly similar to or sublicensee thereof to) do any act or knowingly omit to do any act whereby a colorable imitation of any Trademark may become invalidatedowned by such Grantor unless the Administrative Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to this Security Agreement. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately promptly if it a Responsible Officer of such Grantor knows (x) that any Trademark or Patent owned by such Grantor that is Material Intellectual Property, or any application or registration relating to any material Patent or Trademark of owned by such Grantor may that is Material Intellectual Property, is reasonably likely to become abandoned abandoned, invalidated, rendered unenforceable or dedicateddedicated to the public, or (y) of any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office Office, or any similar office or agency in any other country or any political subdivision thereof or any court or tribunal in any country) regarding a such Grantor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same. (iviii) Take all commercially reasonable and necessary steps, including, without limitation, including in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents each Patent and Trademarkseach Trademark owned by such Grantor that is Material Intellectual Property, including, without limitation, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify , but excluding the Administrative Agent after it learns that maintenance of any material Patent or Trademark of such Grantor included that in the Collateral commercially reasonable business judgment of the Grantor is infringed, misappropriated not necessary or diluted by a third party and, to material for either (x) the extent such infringement could have a material adverse effect on any conduct of the business of Grantor any Loan Party or its Subsidiaries or otherwise have a (y) any material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate Product Development and to recover Commercialization Activities associated with any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or TrademarkProduct.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Material Trademark in full force free from any valid claim of abandonment for non-use use, unless such Grantor determines to abandon any Material Trademark is abandoned or no longer used in is reasonable business judgmentthe ordinary course of business, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Material Trademark, (C) employ such Material Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Material Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Material Patent or Material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Administrative Agent within fifteen Business Days after the last day of the fiscal year in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in any Patent or Trademark and the goodwill and General Intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material all Material Patents and Material Trademarks, unless such Material Patents and Material Trademarks have been abandoned or are no longer used in the ordinary course of business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Material Patent or Material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder;

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Collateral Agent and the holders of the Secured Obligations immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s 's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Grantor shall report such filing to the Collateral Agent and the holders of the Secured Obligations within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the security interest of the Collateral Agent and the holders of the Secured Obligations in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Collateral Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect (A) Continue to use each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated, to the extent that the same could reasonably be expected to have a Material Adverse Effect. (iii) Notify Promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same, in each case, to the extent the failure to do the same could reasonably be expected to have a Material Adverse Effect. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any country or any political subdivision thereof, such Obligor shall report such filing to the Agent and the Lenders within thirty days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and General Intangibles of such Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the an extent such infringement that could reasonably be expected to have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, Material Adverse Effect and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder except for Permitted Liens and encumbrances or restrictions existing under or by reason of customary non-assignment provisions in agreements entered into in the ordinary course of business.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) Except as otherwise permitted by the Credit Agreement, continue to use each Trademark that would constitute Material Intellectual Property in such Trademark on each and every trademark class of goods applicable to its current line a manner as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past use its best efforts to control the quality of products and services offered under any such Trademark in useby licensees of the Trademark, (C) employ such Trademark with the appropriate notice of registrationregistration or notice of trademark, except as applicable, sufficient to protect such Trademark, (D) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the extent that failure Collateral Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) except as otherwise permitted by the Credit Agreement, not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (ii) Not Except as otherwise permitted by the Credit Agreement, not do any act, or knowingly omit to do any act, whereby any material Patent of such Grantor that would constitute Material Intellectual Property may become abandoned or dedicated. (iii) Notify the Administrative Collateral Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor that would constitute Material Intellectual Property may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) ), other than non-final determinations of any such office or court, regarding a Grantor’s an Obligor's ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable and necessary steps, as it shall deem appropriate under the circumstances, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and use its best efforts to obtain the relevant registration) and to maintain each registration of its material the Patents and TrademarksTrademarks that would constitute Material Intellectual Property, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Collateral Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor that would constitute Material Intellectual Property included in the Collateral is infringed, misappropriated or diluted by a third party andparty, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark, including, where appropriate, the bringing of suit for infringement, misappropriation or dilution, seeking (vi) Except as otherwise permitted by the Credit Agreement, not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks that would constitute Material Intellectual Property of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect Except to each material Trademark of the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect and such GrantorObligor has a valid business purpose therefor, (A) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark which is confusingly similar or a colorable imxxxxion of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not Except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect and such Obligor has a valid business purpose therefor, not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its the material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to xx seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures brochures, and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the Agents and the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent Agents and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s 's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Grantor shall report such filing to the Agents and the Lenders within five Business Days after the last day of the Fiscal Quarter in which such filing occurs. Upon request of the Collateral Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as the Collateral Agent may request to evidence the Agents' and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent Agents and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder except as not prohibited under the Credit Agreement.

Covenants Relating to Patents and Trademarks. (i) With respect Other than any Patent or Trademark that the Board of Directors of the Grantor deems not material to each material Trademark the conduct of such Grantor, its business: (A) continue Continue to use such each registered Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such registered Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch registered Trademark, (C) employ such registered Trademark with the appropriate notice of registration, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (D) not adopt or use any mark that is confusingly similar or a colorable imixxxxon of such registered Trademark unless the Lender shall obtain a perfected security interest in such mark pursuant to this Security Agreement, and (E) nxx (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any registered Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent Lender immediately if it knows that any application or registration relating to any material Patent or registered Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a the Grantor’s 's ownership of any material Patent or registered Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever the Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or registered Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, the Grantor shall report such filing to the Lender within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Lender, the Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Lender may reasonably request to evidence the security interest of the Lender in any Patent or registered Trademark and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent Lender after it learns that any material Patent or registered Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to xx seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of the Grantor hereunder. Nothing in this Agreement shall prevent any Grantor from discontinuing the use of any Trademark or Patent or pursuing the application of any such Patent or Trademark if such discontinuance is, in the judgment of its Board of Directors, desirable in the conduct of its business.

Covenants Relating to Patents and Trademarks. Each Credit Party shall: (i) With respect to each material Trademark of such Grantor, (Aa) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark Credit Party concludes in is its reasonable business judgment, judgment that abandoning a particular Trademark will not have a material adverse effect on such Credit Party or its operations as presently conducted; (Bb) maintain as in the past the quality of products and services offered under any Trademark in use, each Trademark; (Cc) employ such each Trademark with the appropriate notice of registration, except ; (d) not adopt or use any xxxx which is confusingly similar or a colorable imitation of any Trademark unless Bank shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and this Agreement; (De) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any registered Trademark may become invalidated.;  (iif) Not not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated.dedicated unless such Credit Party concludes in its reasonable business judgment that abandoning or dedicating a particular Patent will not have a material adverse effect on such Credit Party or its operations as presently conducted; (iiig) Notify the Administrative Agent notify Bank immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s such Credit Party's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same.; (ivh) Take whenever such Credit Party, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, report such filing to Bank within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs; and upon request of Bank, execute and deliver any and all commercially agreements, instruments, documents and papers as Bank may request to evidence Bank's security interest in any Patent or Trademark and the Goodwill and General Intangibles of such Credit Party relating thereto or represented thereby; (i) take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material all Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns , unless such Credit Party concludes in its reasonable business judgment that any material Patent abandoning such application or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could registration will not have a material adverse effect on any business of Grantor such Credit Party or its Subsidiaries operations as presently conducted; and (j) not make any assignment or otherwise have a material adverse effect on agreement in conflict with Bank's security interest in the value of such Patent Patents or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or TrademarkTrademarks.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's security interest in any Patent or Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly sue xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect Except as could not reasonably be expected to each material Trademark of such Grantor, have a Material Adverse Effect: (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark Grantor, in is the exercise of its reasonable business judgment, determines not to continue the line or the use of such Trademark with respect to such line, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Collateral Agent immediately and the holders of the Secured Obligations promptly if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may is reasonably likely to become abandoned or dedicated, or of any material adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s 's ownership of any material Patent or Trademark or its right to register the same or to keep and and/or maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Grantor shall report such filing to the Collateral Agent and the holders of the Secured Obligations within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the security interest of the Collateral Agent and the holders of the Secured Obligations in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestabilityincontestability unless such Grantor, in the exercise of its reasonable business judgment, decides to abandon such Patent or Trademark. (vvi) Promptly notify the Administrative Collateral Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a in any material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, respect and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, The Grantor shall: (A) continue Continue to use each trademark and service xxxx in such Trademark on each and every trademark class of goods applicable to its current line a manner as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark trademark and service xxxx in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch trademark or service xxxx, (C) employ such Trademark trademark or service xxxx with the appropriate notice of registrationregistration or notice of trademark or service xxxx, except as applicable, sufficient to protect such trademark or service xxxx, (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such trademark or service xxxx unless the extent that failure Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or or-knowingly omit to do any act whereby any Trademark may become invalidatedtrademark or service xxxx xxx be lost. (ii2) Not do any act, or omit to do any act, whereby any material Patent of such Grantor patent may become abandoned or dedicated. (iii3) Notify the Administrative Agent immediately promptly if it knows that any application or registration relating to any material Patent patent or Trademark of such Grantor may material xxxx xxx become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) ), regarding a the Grantor’s 's ownership of any material Patent patent or Trademark xxxx or its right to register the same or to keep and maintain the same. (iv4) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents the patents and Trademarksmarks, including, without limitation, filing of applications for renewal, affidavits of use and use, affidavits of incontestability, and petitions to revive abandoned applications. The Grantor also will promptly make application on any patentable but unpatented inventions, and registerable but unregistered trademarks and service marks, and promptly report new applications and/or registrations to Agent. (vi) Promptly notify the Administrative Agent after it learns that any material Patent patent or Trademark of such Grantor included in the Collateral material xxxx is infringed, misappropriated or diluted in any material manner by a third party andparty, and take such actions as it shall reasonably deem appropriate under the circumstances to protect such patent or xxxx, including, where it shall reasonably deem appropriate, the extent such infringement could have a material adverse effect on any business bringing of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx suit for infringement, misappropriation or dilution, to seek seeking injunctive relief where appropriate and seeking to recover any and all damages for such infringement, misappropriation or dilution. (ii) Not make any assignment or agreement in conflict with the security interest in the patents or marks of the Grantor. 3. Except as expressly modified by this Agreement, the terms of the Security Agreement, as amended prior to the date of this Agreement, shall remain unchanged and in full force and effect. Grantors' agreement to modify the Security Agreement pursuant to this Agreement shall not obligate Grantors to make any future modifications to the Security Agreement or any other loan document. Nothing in this Agreement shall constitute a satisfaction of any indebtedness of any Borrower to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or TrademarkAgent.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgment, (B) maintain as in the past the quality of products and services offered under any Trademark in use, (C) employ such Trademark with the appropriate notice of registration, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (D) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgment, (B) maintain Maintain as in the past the quality of products and services offered under any each Trademark in use, (C) employ owned by such Trademark with the appropriate notice of registrationGrantor that is Material Intellectual Property, except to where the extent that failure to do so could not reasonably be expected to have result in a Material Adverse EffectEffect or a material adverse effect on such Grantor’s rights in such Trademark, (B) employ each Trademark owned by such Grantor that is a Material Intellectual Property with the appropriate notice of registration, if applicable except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect or a material adverse effect on such Grantor’s rights in such Trademark, and (DC) not (and not permit adopt or use any licensee xxxx that is confusingly similar to or sublicensee thereof to) do any act or knowingly omit to do any act whereby a colorable imitation of any Trademark may become invalidatedowned by such Grantor unless the Administrative Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to this Security Agreement. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately promptly if it knows that any Trademark or Patent owned by such Grantor that is Material Intellectual Property, or any application or registration relating to any material Patent or Trademark of owned by such Grantor may that is Material Intellectual Property, is reasonably likely to become abandoned abandoned, invalidated, rendered unenforceable or dedicateddedicated to the public, or of any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office Office, or any similar office or agency in any other country or any political subdivision thereof or any court or tribunal in any country) regarding a such Grantor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same. (iviii) Take all commercially reasonable and necessary steps, including, without limitation, including in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents each Patent and Trademarkseach Trademark owned by such Grantor that is Material Intellectual Property, including, without limitation, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify incontestability but excluding the Administrative Agent after it learns that maintenance of any material Patent or Trademark of such Grantor included that in the Collateral commercially reasonable business judgment of the Grantor is infringed, misappropriated not necessary or diluted by a third party and, to material for either (x) the extent such infringement could have a material adverse effect on any conduct of the business of Grantor any Loan Party or its Subsidiaries or otherwise have a (y) any material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate Product Development and to recover Commercialization Activities associated with any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or TrademarkProduct.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the standards of quality of the products and services offered under any such Trademark which are substantially similar as those standards employed in usethe past. , (C) employ such Trademark with the appropriate notice of registration, except if applicable, (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark owned by a Grantor and material to the business of such Grantor may become invalidated. (ii) Not do any act, or knowingly omit to do any act, whereby any material Patent owned by a Grantor and material to the business of such Grantor may become abandoned or dedicatedabandoned. (iii) Notify the Administrative Agent immediately promptly if it knows that any application or registration relating to any material Patent or Trademark owned by a Grantor and material to the business of such Grantor may become abandoned or dedicatedabandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, in any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) the United States regarding a Grantor’s ownership of any material Patent or Trademark material to the business of such Grantor or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, such Grantor shall report such filing to the Administrative Agent as required by the Credit Agreement. Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the Secured Parties in any Patent or Trademark in the Collateral and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable stepsnecessary steps as it shall deem appropriate under the circumstances , including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its each Patent and Trademark owned by a Grantor and material Patents and Trademarksto the business of such Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral and material to the business of such Grantor is materially infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate and commercially reasonable under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement). (viii) Notwithstanding the foregoing, nothing in this Section 5(h) or otherwise in this Agreement shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, abandoning, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Trademarks, Patents or applications thereof if such Grantor determines in its reasonable business judgment that such acts are desirable in the conduct of its business.

Covenants Relating to Patents and Trademarks. (ia) With respect to each any material Trademark of such GrantorTrademark, the Grantor (Aeither itself or through licensees) will (i) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (Bii) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (Ciii) employ such Trademark with the appropriate notice of registration, except (iv) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark xxxsuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (Dv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (iib) Not With respect to any material Patent, the Grantor will not do any act, or omit to do any act, whereby any material such Patent of such Grantor may become abandoned or dedicated. (iiic) Notify The Grantor will notify the Administrative Collateral Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a the Grantor’s 's ownership of any material Patent or material Trademark or its right to register the same or to keep and maintain the same. (ivd) Take The Grantor will take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents and material Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (ve) Promptly notify In the Administrative Agent after it learns event that any material Patent or material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party andparty, the Grantor shall promptly report such event to the extent Collateral Agent and shall promptly take such infringement could have a material adverse effect on any business of actions as the Grantor or its Subsidiaries or otherwise have a material adverse effect on shall reasonably deem appropriate under the value of circumstances to protect such Patent or Trademark, promptly xxx including, without limitation, where appropriate, bringing of suit for infringement, misappropriation or dilution, to seek seeking injunctive relief where appropriate and seeking to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each registered Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such registered Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any that such registered Trademark in is reasonable business judgmentno longer necessary for the conduct of its business, (B) maintain as in the past the quality of products and services offered under any such registered Trademark in useunless the Grantor ceases to use such registered Trademark, (C) employ such registered Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such registered Trademark unless the Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any registered Trademark may become invalidatedinvalidated unless Grantor determines that such registered Trademark is no longer necessary for the conduct of its business. (ii) Not do any act, or knowingly omit to do any act, whereby any registered Patent material Patent of such Grantor to its business may become abandoned or dedicated. (iii) Notify the Administrative Collateral Agent and the holders of the Secured Obligations immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material registered Patent or material registered Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Grantor shall report such filing to the Collateral Agent and the holders of the Secured Obligations concurrently with the next delivery of Financial Statements of the Credit Parties pursuant to Section 7.01 of the Credit Agreement. Upon request of the Collateral Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the security interest of the Collateral Agent and the holders of the Secured Obligations in any registered Patent or registered Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable steps, including, without limitation, including in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its the material Patents and material Trademarks, including, without limitation, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Collateral Agent and the holders of the Secured Obligations after it learns that any material registered Patent or registered Trademark of such Grantor included in the Collateral which is of material economic value is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, Unless Obligor shall either (A) continue reasonably and in good faith determine that a Trademark is of negligible economic value to such Obligor, or (B) has a valid business purposes to do otherwise, (I) Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (BII) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (CIII) employ such Trademark with the appropriate notice of registration, except (IV) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark xxxsuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DV) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not Unless such Obligor shall either (A) reasonably and in good faith determine that a Patent is of negligible economic value to such Obligor, or (B) has a valid business purpose to do otherwise, not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any materially adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, an Obligor shall report such filing to the Administrative Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all commercially agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Unless such Obligor shall either (A) reasonably and in good faith determine that a Patent or Trademark is of negligible economic value to such Obligor, or (B) has a valid business purpose to do otherwise, take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.each

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark which is xxxfusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Xxxxement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation misappropxxxtion or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vi) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, an Obligor shall report such filing to the Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly sue xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect Except as could not reasonably be expected to each material Trademark of such Grantorhave a Material Adverse Effect, use reasonable efforts to (A) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not Except as could not reasonably be expected to have a Material Adverse Effect, use reasonable efforts to not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify Except as could not reasonably be expected to have a Material Adverse Effect, promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Take Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Administrative Agent and the Lenders within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent or the Required Lenders, an Obligor shall execute and deliver any and all commercially agreements, instruments, documents and papers as the Administrative Agent or the Required Lenders may reasonably request to evidence the Administrative Agent’s and the Lenders’ security interest in any Patent or Trademark and the goodwill and General Intangibles of such Obligor relating thereto or represented thereby. (v) Except as could not reasonably be expected to have a Material Adverse Effect, take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly Except as could not reasonably be expected to have a Material Adverse Effect, promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, and if prudent business conduct (to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, be determined in Obligor’s reasonable discretion) promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Use reasonable efforts to not make an agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder, except to the extent that the term in such agreement creating such conflict is ineffective under applicable law (including Sections 9-406, 9-407, 9-408 and 9-409 of the UCC of any relevant jurisdiction).

Covenants Relating to Patents and Trademarks. (i) With respect to each Trademark that is necessary to the normal conduct of the business of the Obligors and their Subsidiaries, taken as a whole, except as otherwise determined by such Obligor in its reasonable business judgment, as permitted under the Debentures or as could not reasonably be expected to have a material Trademark of adverse effect on such GrantorObligor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (ii) Not With respect to each Patent that is necessary to the normal conduct of the business of the Obligors and their Subsidiaries, taken as a whole, except as otherwise determined by such Obligor in its reasonable business judgment, as permitted under the Debentures or as could not reasonably be expected to have a material adverse effect on such Obligor, not do any act, or omit to do any act, whereby any material such Patent of such Grantor may become abandoned or dedicateddedicated to the public. (iii) Notify the Administrative Agent immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same[Reserved]. (iv) Take With respect to each Patent or Trademark that is necessary to the normal conduct of the business of the Obligors and their Subsidiaries, taken as a whole, except as otherwise determined by such Obligor in its reasonable business judgment, as permitted under the Debentures or as could not reasonably be expected to have a material adverse effect on such Obligor, take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material such Patents and such Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify With respect to each Patent or Trademark that is necessary to the Administrative Agent normal conduct of the business of the Obligors and their Subsidiaries, taken as a whole, if such Patent or Trademark is of material economic value, promptly after it learns that any material such Patent or Trademark of such Grantor included in the Collateral is materially infringed, misappropriated or diluted by a third party andparty, take such actions as such Obligor shall deem appropriate under the circumstances in its reasonable business judgment to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of protect such Patent or Trademark, promptly xxx including, where appropriate, the bringing of suit for infringement, misappropriation or dilution, to seek seeking injunctive relief where appropriate and seeking to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such material Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch material Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark which is confusingly similar or a colorable imitation of sxxx Trademark unless the Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (DE) not (and not permit any licensee anx xxcensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicateddedicated unless, in the Obligor's reasonable good faith judgment, there is a valid business reason to taking or omitting to take any such action. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor included in the Collateral may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s the Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take Unless, in the Obligor's reasonable good faith judgment, there is a valid business reason to taking or omitting to take any such action, take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents each Patent and Trademarkseach Trademark included in the Collateral, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to seek injunctive injxxxtive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or TrademarkTrademark unless, in the Obligor's reasonable good faith judgment, there is a valid business reason to taking or omitting to so sue, seek, recover or take any such action. (vi) Not xxke any assignment or agreement in conflict with the security interest in the Patents or Trademarks of the Obligor hereunder.

Covenants Relating to Patents and Trademarks. (a) The Credit Party -------------------------------------------- (either itself or through licensees) will, except with respect to any Trademark that the Credit Party shall reasonably determine is not useful to it in its business, (i) With respect to each material Trademark of such Grantor, (A) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (Bii) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (Ciii) employ such Trademark with the appropriate notice of registration, except (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (Dv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (iib) Not The Credit Party will not, except with respect to any Patent that the Credit Party shall reasonably determine is of negligible economic value to it, do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iiic) Notify The Credit Party will notify the Administrative Agent and the Lenders immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s the Credit Party's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (ivd) Take Whenever the Credit Party, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, the Credit Party shall report such filing to the Administrative Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, the Credit Party shall execute and deliver any and all commercially agreements, instruments, documents and papers as the Agent may request to evidence the Administrative Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of the Credit Party relating thereto or represented thereby. (e) The Credit Party will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vf) Promptly notify In the Administrative Agent after it learns event that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party andparty, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on Credit Party shall promptly notify the value of Administrative Agent and the Lenders after it learns thereof and shall unless the Credit Party shall reasonably determine that such Patent or TrademarkTrademark is of negligible economic value to the Credit Party which determination the Credit Party shall promptly report to the Administrative Agent and the Lenders, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it the Credit Party shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect To the extent a Patent or Trademark is material to each material Trademark the business of such Grantorthe Obligors, taken as a whole and comprises an item of Material Intellectual Property: (A) continue Continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in use, (C) employ such Trademark with the appropriate notice of registration, except (C) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (D) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material such Patent of such Grantor may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material such Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s the ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of such Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Administrative Agent in accordance with the terms of Section 5.2(c) of the Credit Agreement. Upon the request of the Administrative Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent's security interest in such Patent or Trademark and the goodwill and General Intangibles of such Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material Patents and Trademarkssuch Patent or Trademark, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent after it learns that any material such Patent or Trademark of such Grantor included in the Collateral is materially infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademarkif commercially reasonable, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in such Patent or Trademarks hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark Unless the applicable Grantor believes it is not necessary in the prudent conduct of such Grantor, its business: (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registrationregistration or notice of trademark or service mark, except as applicable, sufficient to protect such Trxxxxark, (D) not adopt or use any mark which is confusingly similar or a colorable ixxxxtion of such Trademark unless the extent that failure Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such mark pursuant to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Collateral Agent immediately and the holders of the Secured Obligations promptly if it knows that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s 's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Grantor shall report such filing to the Collateral Agent and the holders of the Secured Obligations within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the security interest of the Collateral Agent and the holders of the Secured Obligations in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Collateral Agent and the holders of the Secured Obligations after it learns that any material Patent or material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted in any material manner by a third party andparty, and take such actions as it shall reasonably deem appropriate under the circumstances to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of protect such Patent or Trademark, promptly xxx including, where it shall reasonably deem appropriate, the bringing of suit for infringement, misappropriation or dilution, to seek seeking injunctive relief where appropriate and seeking to recover any and all damages for such infringement, misappropriation or dilution, or to take taking such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder except as permitted under the Credit Agreement.

Covenants Relating to Patents and Trademarks. (ia) With The SA Credit -------------------------------------------- Party (either itself or through licensees) will, with respect to each material Trademark of such GrantorTrademark, (Ai) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (Bii) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (Ciii) employ such Trademark with the appropriate notice of registration, except (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (Dv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (iib) Not The SA Credit Party will not, with respect to any material Patent do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iiic) Notify The SA Credit Party will notify the Administrative Agent immediately and the Lenders promptly if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s the SA Credit Party's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (ivd) Take Whenever the SA Credit Party, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, the SA Credit Party shall report such filing to the Administrative Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, the SA Credit Party shall execute and deliver any and all commercially agreements, instruments, documents and papers as the Agent may reasonably request to evidence the Administrative Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of the SA Credit Party relating thereto or represented thereby. (e) The SA Credit Party will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its all material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, unless the SA Credit Party shall reasonably determine that i) the applicable Patent or Trademark is of negligible economic value to it. (vf) Promptly notify In the Administrative Agent after it learns event that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party andparty, the SA Credit Party shall promptly notify the Administrative Agent and the Lenders after it learns thereof and shall, unless the SA Credit Party shall reasonably determine that the likelihood of success of such action is slight, which determination the SA Credit Party shall promptly report to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on Administrative Agent and the value of such Patent or TrademarkLenders, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it the SA Credit Party shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use each Trademark in such Trademark on each and every trademark class of goods applicable to its current line a manner as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registrationregistration or notice of trademark, except as applicable, sufficient to protect such Trademark, (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the extent that failure Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) ), other than non-final determinations of any such office or court, regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party andparty, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark, including, where appropriate, the bringing of suit for infringement, misappropriation or dilution, seeking injunctive relief where appropriate and seeking to recover any and all damages for such infringement, misappropriation or dilution. (vi) Except as otherwise permitted by the Credit Agreement, not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder. Notwithstanding the foregoing, the Obligors may, in their reasonable business judgment, fail to maintain, preserve or protect any Patent or Trademark which is not material to their businesses.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark xxxsuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, an Obligor shall report such filing to the Administrative Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, 9 184 or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly sue xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the holders of the Secured Obligations immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s 's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Grantor shall report such filing to the Administrative Agent and the holders of the Secured Obligations within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the holders of the Secured Obligations in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder.

Covenants Relating to Patents and Trademarks. Each Obligor shall: (a) (i) With respect to each material Trademark of such Grantor, (A) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (Bii) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (Ciii) employ such Trademark with the appropriate notice of registration, except (iv) not adopt or use any mxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (Dv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. , (iib) Not not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. , (iiic) Notify promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. , (ivd) Take whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Administrative Agent and the Secured Parties within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all commercially reasonable agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ security interest in any Patent or Trademark and the goodwill and General Intangibles of such Obligor relating thereto or represented thereby, (e) take all reasonably necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. , (vf) Promptly promptly notify the Administrative Agent and the Secured Parties after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a Obligor reasonably deems material adverse effect on any business of Grantor to or its Subsidiaries or otherwise have a material adverse effect on economically desirable in the value operation of such Patent or TrademarkObligor’s business, promptly xxx sxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark, and (g) not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s Credit Party's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Credit Party, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Credit Party shall report such filing to the Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, a Credit Party shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's security interest in any Patent or Trademark and the goodwill and general intangibles of a Credit Party relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Credit Party hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark which is confusingly similar or a coxxxxble imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, an Obligor shall report such filing to the Administrative Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilutionxxlution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (iA) With respect Continue to use each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except or notice of trademark or service xxxx, as applicable, sufficient to protect such Trademark, (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the extent that failure Collateral Agent, for the ratable benefit of the Holders, shall obtain a perfected security interest in such xxxx pursuant to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Collateral Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office of any similar office or agency in any other country or any political subdivision thereof, such Obligor shall promptly report such filing to the Collateral Agent. Upon request of the Collateral Agent, an Obligor 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 and the Holders' security interest in any Patent or Trademark and the goodwill and General Intangibles of such Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its the material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Collateral Agent on behalf of the Holders after it learns that any material Patent or material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Except for licenses to third parties in the ordinary course of business or except in connection with sales or other dispositions permitted under Section 4.06 of the Indenture, not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures brochures, and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the Agents and the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent Agents and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a the Grantor’s 's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever the Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, the Grantor shall report such filing to the Agents and the Lenders within five Business Days after the last day of the Fiscal Quarter in which such filing occurs. Upon request of the Collateral Agent, the Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as the Collateral Agent may request to evidence the Agents' and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of the Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent Agents and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of the Grantor hereunder except as not prohibited under the Credit Agreement.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Material Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Material Trademark, (C) employ such Material Trademark with the appropriate notice of registration, except (D) not adopt or use any mark which is xxxxusingly similar or a colorable imitation of such Material Trademark unless the Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Axxxxment, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Material Patent or Material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Material Patent or Material Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Material Patent or Material Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, an Obligor shall report such filing to the Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may reasonably request to evidence the Agent's and the Lenders' security interest in any Material Patent or Material Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Material Patents and Material Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Material Patent or Material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Material Patent or Material Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder except for any such assignment or agreement that would not have a Material Adverse Effect.

Covenants Relating to Patents and Trademarks. (i) With Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to each material Trademark of such GrantorPatents or Trademarks which are no longer used or useful in the applicable Obligor’s business operations or except where failure to do so would not, as deemed by the applicable Obligor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect (A) continue to use such Trademark on each and every trademark class Trademark, which any Obligor reasonably determines is material to the conduct of goods applicable to its current line as reflected in its current catalogsbusiness, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any Patent, which any Obligor reasonably determines is material Patent to the conduct of such Grantor its business, may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark material to the conduct of such Grantor its business may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Take all commercially reasonable steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and material application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, which any Obligor reasonably determines is material to the conduct of its business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent and the Secured Parties after it learns that any material Patent or Trademark of such Grantor included in the Collateral Collateral, which any Obligor reasonably determines is material to the conduct of its business, is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of if such Patent or TrademarkTrademark is necessary or desirable for the conduct of any Obligor’s business and if consistent with good business judgment, then promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vi) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s Borrower's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Borrower, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Borrower shall report such filing to the Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, a Borrower shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of a Borrower relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly sue xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Borrower hereunder, except for licenses thereof which such Borrower has reasonably determined to be advisable or advantageous and which comply with the provisions of Section 9.16 of the Credit Agreement.

Covenants Relating to Patents and Trademarks. (i) With respect Except in connection with a Disposition permitted under Section 8.05 of the Credit Agreement or to each material Trademark of such Grantorthe extent that failure to so act or refrain from acting could not reasonably be expected to have a Material Adverse Effect, (A) continue to use such each registered Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicateddedicated that would reasonably expected to result in a Material Adverse Effect. (iii) Notify the Administrative Agent immediately and the holders of the Secured Obligations promptly if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any countryOffice) regarding a Grantor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same, in each case, that would reasonably be expected to have a Material Adverse Effect. (iv) Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the holders of the Secured Obligations in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, unless failure to do so could not reasonably be expected to have a Material Adverse Effect. (vvi) (A) Promptly notify the Administrative Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate appropriate, unless such infringement, misappropriation or dilution could not reasonably be expected to have a Material Adverse Effect, and (B) to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark, in each case, unless failure to do so could not reasonably be expected to have a Material Adverse Effect. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder that would reasonably expected to result in a Material Adverse Effect.

Covenants Relating to Patents and Trademarks. (a) The Credit -------------------------------------------- Party (either itself or through licensees) will, except with respect to any Trademark that the Credit Party shall reasonably determine is of negligible economic value to it, (i) With respect to each material Trademark of such Grantor, (A) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (Bii) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (Ciii) employ such Trademark with the appropriate notice of registration, except (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (Dv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (iib) Not The Credit Party will not, except with respect to any Patent that the Credit Party shall reasonably determine is of negligible economic value to it, do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iiic) Notify The Credit Party will notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s the Credit Party's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (ivd) Take Whenever the Credit Party, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, the Credit Party shall report such filing to the Administrative Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, the Credit Party shall execute and deliver any and all commercially agreements, instruments, documents and papers as the Agent may request to evidence the Administrative Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of the Credit Party relating thereto or represented thereby. (e) The Credit Party will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vf) Promptly notify In the Administrative Agent after it learns event that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party andparty, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on Credit Party shall promptly notify the value of Administrative Agent and the Lenders after it learns thereof and shall, unless the Credit Party shall reasonably determine that such Patent or TrademarkTrademark is of negligible economic value to the Credit Party which determination the Credit Party shall promptly report to the Administrative Agent and the Lenders, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it the Credit Party shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark Unless the applicable Credit Party believes it is not necessary in the prudent conduct of such Grantor, its business, (A) continue Continue to use each Trademark in such Trademark on each and every trademark class of goods applicable to its current line a manner as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registrationregistration or notice of trademark or service mark, except as applicable, sufficient to protect such Trademark, (D) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the extent that failure Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark xxxsuant to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidatedbe lost. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately promptly if it knows knows, that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) ), regarding a Grantor’s Credit Party's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted in any material manner by a third party andparty, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark, including, where it shall reasonably deem appropriate, the bringing of suit for infringement, misappropriation or dilution, seeking injunctive relief where appropriate and seeking to recover any and all damages for such infringement, misappropriation or dilution. (vi) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Credit Party hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Material Trademark in full force free from any valid claim of abandonment for non-use use, unless such Grantor determines to abandon any Material Trademark is abandoned or no longer used in is reasonable business judgmentthe ordinary course of business, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Material Trademark, (C) employ such Material Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Material Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Material Patent or Material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in any Patent or Trademark and the goodwill and General Intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material all Material Patents and Material Trademarks, unless such Material Patents and Material Trademarks have been abandoned or are no longer used in the ordinary course of business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Material Patent or Material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder;

Covenants Relating to Patents and Trademarks. (a) Each Credit Party (either itself or through licensees) will, except with respect to any Trademark that the Credit Party shall reasonably determine is of negligible economic value to it, (i) With respect to each material Trademark of such Grantor, (A) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (Bii) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (Ciii) employ such Trademark with the appropriate notice of registration, except (iv) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Lender, shall obtain a perfected security interest in such mark xxxsuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (Dv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (iib) Not Each Credit Party will not, except with respect to any Patent that the Credit Party shall reasonably determine is of negligible economic value to it, do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iiic) Notify The Credit Party will notify the Administrative Agent Lender immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s the Credit Party's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (ivd) Take Whenever the Credit Party, either by itself or through the Lender, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, the Credit Party shall report such filing to the Lender within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Lender, the Credit Party shall execute and deliver any and all commercially agreements, instruments, documents and papers as the Lender may request to evidence the Lender's security interest in any Patent or Trademark and the goodwill and general intangibles of the Credit Party relating thereto or represented thereby. (e) Each Credit Party will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vf) Promptly notify In the Administrative Agent after it learns event that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party andparty, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on Credit Party shall promptly notify the value of Lender after it learns thereof and shall, unless the Credit Party shall reasonably determine that such Patent or TrademarkTrademark is of negligible economic value to the Credit Party which determination the Credit Party shall promptly report to the Lender, promptly sue xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it the Credit Party shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Material Trademark in full force free from any valid claim of abandonment for non-use use, unless such Grantor determines to abandon any Material Trademark is abandoned or no longer used in is reasonable business judgmentthe ordinary course of business, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Material Trademark, (C) employ such Material Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Material Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Material Patent or Material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in any Patent or Trademark and the goodwill and General Intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material all Material Patents and Material Trademarks, unless such Material Patents and Material Trademarks have been abandoned or are no longer used in the ordinary course of business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Material Patent or Material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark Unless the applicable Credit Party believes it is not necessary in the prudent conduct of such Grantor, its business, (A) continue Continue to use each Trademark in such Trademark on each and every trademark class of goods applicable to its current line a manner as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registrationregistration or notice of trademark or service xxxx, except as applicable, sufficient to protect such Trademark, (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the extent that failure Collateral Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Collateral Agent immediately promptly if it knows that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) ), regarding a Grantor’s Credit Party's ownership of any material Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever a Credit Party, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Credit Party shall immediately report such filing to the Collateral Agent. Upon request of the Collateral Agent, a Credit Party 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 and the Lenders' security interest in any Patent or Trademark and the goodwill and General Intangibles of such Credit Party relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Collateral Agent after it learns that any material Patent or material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted in any material manner by a third party andparty, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark, including, where it shall reasonably deem appropriate, the bringing of suit for infringement, misappropriation or dilution, seeking injunctive relief where appropriate and seeking to recover any and all damages for such infringement, misappropriation or dilution. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Credit Party hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the Canadian Intellectual Property Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vi) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such GrantorTo the extent reasonable under the circumstances, Grantor shall (A) continue to use such each material Trademark on each and every trademark class of goods Goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentnon- use, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) knowingly do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not To the extent reasonable under the circumstances, Grantor shall not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicateddedicated to the public. (iii) Notify Promptly notify the Administrative Collateral Agent immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicateddedicated to the public (other than pursuant to the natural terms thereof), or of any materially adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any countryother than routine prosecution matters) regarding a Grantor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable stepssuch actions as it shall reasonably deem appropriate under the circumstances , including, without limitation, including in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its the material Patents and Trademarks, including, without limitation, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Collateral Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is materially infringed, misappropriated or diluted by a third party and, and take such actions as it shall reasonably deem appropriate under the circumstances to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to otherwise protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect Unless such Credit Party believes it is necessary or appropriate in the prudent conduct of its business to each material Trademark of do or not do any such Grantor, thing: (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (D) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to this Security Agreement, (E) not (and not permit xxxxit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidatedinvalidated and (F) do or cause to be done all other things necessary to preserve and keep in full effect all Trademarks material to the conduct of such Credit Party's business. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s such Credit Party's ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever such Credit Party, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Credit Party shall report such filing to the Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, such Credit Party shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of such Credit Party relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to seek injunctive xxjunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of such Credit Party created hereunder or under any other Credit Document.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Material Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Material Trademark, (C) employ such Material Trademark with the appropriate notice of registration, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (D) not adopt or use any mark which is confusingly similar or a colorable imitation of such Material Trademark unless the Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to this Security Agreement, and (and E) not (xxx not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Material Patent or Material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Material Patent or Material Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Material Patent or Material Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, an Obligor shall report such filing to the Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may reasonably request to evidence the Agent's and the Lenders' security interest in any Material Patent or Material Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Material Patents and Material Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Material Patent or Material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to seek xxek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Material Patent or Material Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder except for any such assignment or agreement that would not have a Material Adverse Effect.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such material Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch material Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark which is confusingly similar or a colorable imitation xx xuch Trademark unless the Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicateddedicated unless, in such Obligor's reasonable good faith judgment, there is a valid business reason to taking or omitting to take any such action. (iii) Notify the Administrative Agent and the Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor included in the Collateral may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s such Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take Unless, in such Obligor's reasonable good faith judgment, there is a valid business reason to taking or omitting to take any such action, take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents each Patent and Trademarkseach Trademark included in the Collateral, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to seek injunctive xxjunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or TrademarkTrademark unless, in such Obligor's reasonable good faith judgment, there is a valid business reason to taking or omitting to so sue, seek, recover or take any such action. (vi) Not make any axxxgnment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its all material Patents and material Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vi) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgment, (B) maintain as in the past the quality of products and services offered under any Trademark in use, (C) employ such Trademark with the appropriate notice of registration, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (D) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx sxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. Each Borrower shall: (a) (i) With respect to each material Trademark of such Grantor, (A) continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (Bii) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (Ciii) employ such Trademark with the appropriate notice of registration, except (iv) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Agreement, and (Dv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. , (iib) Not not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. , (iiic) Notify promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Borrower’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. , (ivd) Take whenever an Borrower, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Borrower shall report such filing to the Agent and the Secured Parties within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, an Borrower shall execute and deliver any and all commercially reasonable agreements, instruments, documents and papers as the Agent may request to evidence the Agent’s and the Secured Parties’ security interest in any Patent or Trademark and the goodwill and General Intangibles of such Borrower relating thereto or represented thereby, (e) take all reasonably necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. , (vf) Promptly promptly notify the Administrative Agent and the Secured Parties after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a Borrower reasonably deems material adverse effect on any business of Grantor to or its Subsidiaries or otherwise have a material adverse effect on economically desirable in the value operation of such Patent or TrademarkBorrower’s business, promptly xxx sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark, and (g) not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Borrower hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material any Trademark of such Grantorowned by a Grantor that is included in the Collateral that is a Material IP Right, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except if applicable, (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become owned by a Grantor is invalidated. (ii) Not With respect to any Patent owned by a Grantor that is included in the Collateral that is a Material IP Right, not do any act, or omit to do any act, whereby any material such Patent of such owned by a Grantor may become is abandoned or dedicated. (iii) Notify the Administrative Agent immediately promptly if it knows that any application or registration relating to any material Patent or Trademark owned by a Grantor that is included in the Collateral and is a Material IP Right of such Grantor may become abandoned or dedicated, or of any materially adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) of which such Grantor becomes aware regarding a Grantor’s ownership of any material Patent or Trademark that is a Material IP Right of such Grantor or its right to register the same or to keep and maintain the same. (iv) Take Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent as required by the Credit Agreement. Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all commercially agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the Secured Parties in any Patent or Trademark in the Collateral and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) With respect to each Patent and Trademark owned by a Grantor that is a Material IP Right, take all reasonable stepsand necessary steps as it shall deem appropriate in the circumstances, including, without limitation, if applicable, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents each such Patent and TrademarksTrademark owned by a Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral that is a Material IP Right is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a in any material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate respect and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in material conflict with the security interest in the Patents or Trademarks of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately and the Lenders within a reasonable time if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, an Obligor shall report such filing to the Agent and the Lenders within fifteen Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly sue xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor it determines to abandon any Trademark in is its reasonable business judgmentjudgement to cease any such use, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (D) not adopt or use any mark that is confusingly similar or a colorable imixxxxon of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such mark pursuant to this Security Agreement, and (E) nxx (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately promptly if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s 's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, the Grantor shall report such filing to the Administrative Agent and the holders of the Secured Obligations within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the holders of the Secured Obligations in any Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, unless it determines in its reasonable business judgement not to maintain or pursue the application or registration. (vvi) Promptly notify the Administrative Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to xx seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Collateral Agent immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Collateral Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent, an Obligor 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 any Patent or Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material the Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Collateral Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such mark xxxsuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately and the Lenders promptly if it knows knows, or has reason to know, that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s an Obligor's ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, an 10 Obligor shall report such filing to the Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's and the Lenders' security interest in any Patent or Trademark and the goodwill and general intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each material application (and to obtain the relevant registration) and to maintain each registration of its the material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Except for licenses to third parties in the ordinary course of business, not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material any Trademark of such Grantor, owned by a Grantor that is included in the Collateral that is a Material IP Right (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except if applicable, (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such Trademark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become owned by a Grantor is invalidated. (ii) Not With respect to any Patent owned by a Grantor that is included in the Collateral that is a Material IP Right, not do any act, or omit to do any act, whereby any material such Patent of such owned by a Grantor may become is abandoned or dedicated. (iii) Notify the Administrative Agent immediately promptly if it knows that any application or registration relating to any material Patent or Trademark owned by a Grantor that is included in the Collateral and is a Material IP Right of such Grantor may become abandoned or dedicated, or of any materially adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) of which such Grantor becomes aware regarding a Grantor’s ownership of any material Patent or Trademark that is a Material IP Right of such Grantor or its right to register the same or to keep and maintain the same. (iv) Take Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent as required by the Credit Agreement. Upon request of the Administrative Agent, a Grantor shall execute and deliver any and all commercially agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the security interest of the Administrative Agent and the Secured Parties in any Patent or Trademark in the Collateral and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) With respect to each Patent and Trademark owned by a Grantor that is a Material IP Right, take all reasonable stepsand necessary steps as it shall deem appropriate in the circumstances, including, without limitation, if applicable, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents each such Patent and TrademarksTrademark owned by a Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral that is a Material IP Right is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a in any material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate respect and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in material conflict with the security interest in the Patents or Trademarks of each Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use use, unless such Grantor determines to abandon any Trademark determines, in is its reasonable business judgment, that such Trademark is no longer necessary or appropriate for use in its business, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except if registered, (D) not adopt or use any mxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such mxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicatedabandoned. (iii) Notify the Administrative Agent immediately promptly if it knows that any application or registration relating to any of its material Patent Patents or Trademark of such Grantor Trademarks may become abandoned or dedicatedabandoned, or of any adverse determination or development (including, without limitation, the institution of, or any regarding such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Material Trademark in full force free from any valid claim of abandonment for non-use use, unless such Grantor determines to abandon any Material Trademark is abandoned or no longer used in is reasonable business judgmentthe ordinary course of business, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Material Trademark, (C) employ such Material Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Material Trademark unless the Administrative Agent, for the ratable benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Material Patent or Material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Lenders’ security interest in any Patent or Trademark and the goodwill and General Intangibles of an Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material all Material Patents and Material Trademarks, unless such Material Patents and Material Trademarks have been abandoned or are no longer used in the ordinary course of business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Material Patent or Material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s 's ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.

Covenants Relating to Patents and Trademarks. (i) With respect (A) Continue to use each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use, where such continued use unless such Grantor determines to abandon any Trademark in is reasonable business in the Obligor’s judgment, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch Trademark, (C) employ such Trademark with the appropriate notice of registration, except (D) not adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated, unless such act or omission is reasonable in Obligor’s judgment. (iii) Notify Promptly notify the Administrative Collateral Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantoran Obligor’s ownership of any material such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever an Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any material Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Collateral Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Collateral Agent, an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s and the Secured Parties’ security interest in any material Patent or Trademark and the goodwill and General Intangibles of such Obligor relating thereto or represented thereby. (v) Take all commercially steps which Obligor deems reasonable stepsand necessary, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and application, to obtain the relevant registration) registration and to maintain each registration of its material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Collateral Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, if deemed reasonable by Obligor and promptly xxx sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each registered Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such registered Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any that such registered Trademark in is reasonable business judgmentno longer necessary for the conduct of its business, (B) maintain as in the past the quality of products and services offered under any such registered Trademark in useunless the Grantor ceases to use such registered Trademark, (C) employ such registered Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such registered Trademark unless the Collateral Agent, for the benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any registered Trademark may become invalidatedinvalidated unless Grantor determines that such registered Trademark is no longer necessary for the conduct of its business. (ii) Not do any act, or knowingly omit to do any act, whereby any registered Patent material Patent of such Grantor to its business may become abandoned or dedicated. (iii) Notify the Administrative Collateral Agent immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material registered Patent or material registered Trademark or its right to register the same or to keep and maintain the same. (iv) Whenever a Grantor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, a Grantor shall report such filing to the Collateral Agent concurrently with the next delivery of financial statements of the Credit Parties pursuant to Section 7.01 of the Credit Agreement. Upon request of the Collateral Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the security interest of the Collateral Agent, for the benefit of the holders of the Secured Obligations, in any registered Patent or registered Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all commercially reasonable steps, including, without limitation, including in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its the material Patents and material Trademarks, including, without limitation, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Collateral Agent after it learns that any material registered Patent or registered Trademark of such Grantor included in the Collateral which is of material economic value is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the Patents or Trademarks of each Grantor hereunder other than as permitted by the Credit Agreement.

Covenants Relating to Patents and Trademarks. The covenants contained in this Section 5(j) apply only to any material Patents and material Trademarks that are required to be described in a Intellectual Property Schedule furnished pursuant to the foregoing. (i) With respect to each material Trademark of such Grantor, (A) continue Continue to use such each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such material Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgmentuse, (B) maintain as in the past the quality of products and services offered under any Trademark in usesuch material Trademark, (C) employ such material Trademark with the appropriate notice of registration, except (D) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such material Trademark unless the Agent, for the benefit of the Lenders, shall obtain a perfected security interest in such xxxx pursuant to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effectthis Security Agreement, and (DE) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or material Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s such Obligor's ownership of any such material Patent or material Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever such Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any material Patent or material Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing to the Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, such Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's and the Lenders' security interest in any material Patent or material Trademark and the goodwill and general intangibles of such Obligor relating thereto or represented thereby. (v) Take all commercially reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its the material Patents and material Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vvi) Promptly notify the Administrative Agent and the Lenders after it learns that any material Patent or material Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, and promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such material Patent or material Trademark. (vii) Not make any assignment or agreement in conflict with the security interest in the material Patents or material Trademarks of such Obligor created hereunder or under any other Credit Document.

Covenants Relating to Patents and Trademarks. (i) With respect to each material Trademark of such Grantor, (A) continue to use such Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs, brochures and price lists in order to maintain such Trademark in full force free from any valid claim of abandonment for non-use unless such Grantor determines to abandon any Trademark in is reasonable business judgment, (B) maintain as in the past the quality of products and services offered under any Trademark in use, (C) employ such Trademark with the appropriate notice of registration, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (D) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent of such Grantor may become abandoned or dedicated. (iii) Notify the Administrative Agent immediately if it knows that any application or registration relating to any material Patent or Trademark of such Grantor may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court or tribunal in any country) regarding a Grantor’s ownership of any material Patent or Trademark or its right to register the same or to keep and maintain the same. (iv) Take all commercially reasonable steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of its material Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (v) Promptly notify the Administrative Agent after it learns that any material Patent or Trademark of such Grantor included in the Collateral is infringed, misappropriated or diluted by a third party and, to the extent such infringement could have a material adverse effect on any business of Grantor or its Subsidiaries or otherwise have a material adverse effect on the value of such Patent or Trademark, promptly xxx sxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or to take such other actions as it shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark.