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

Covenants Relating to Patents and Trademarks. (A) Continue to use 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, 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 holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to this Domestic Security Agreement, and (E) 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 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 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 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, such Grantor 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, 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 material Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) 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 each material Patent and Trademark, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party 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 in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

Covenants Relating to Patents and Trademarks. (A) Continue to use 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured ObligationsLenders, shall obtain a perfected security interest in such xxxx pursuant to this Domestic Security Agreement, and (E) not (and not knowingly permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may would or would reasonably be expected to become invalidated. (ii) Not do any act, or knowingly omit to do any act, whereby any material Patent may would or would reasonably be expected to become abandoned or dedicated. (iii) Notify the Administrative Agent and the holders of the Secured Obligations immediately if Lenders promptly after it knows has knowledge that any application or registration relating to any material Patent or Trademark 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) Whenever a Grantoran 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 Grantor 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, a Grantor an Obligor shall execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Agent's and the Lenders' security interest of the Administrative Agent and the holders of the Secured Obligations in any material Patent or Trademark and the goodwill and general intangibles of a Grantor an Obligor relating thereto or represented thereby. (v) 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 material application (and to obtain the relevant registration) and to maintain each registration of each the material Patent Patents and TrademarkTrademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations Lenders after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party 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 in connection with a Permitted Lien or as otherwise provided in the Credit Agreement)Obligor hereunder.

Covenants Relating to Patents and Trademarks. (A) Continue to use each Trademark, which any Obligor reasonably determines is material Trademark on each and every trademark class 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured ObligationsParties, shall obtain a perfected security interest in such xxxx pursuant to this Domestic Security Agreement, and (E) 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 its business, may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent and the holders of the Secured Obligations 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 its business 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 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 a Grantoran 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 Grantor 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, a Grantor 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 Secured Parties’ security interest of the Administrative Agent and the holders of the Secured Obligations in any material Patent or Trademark and the goodwill and general intangibles General Intangibles of a Grantor such Obligor relating thereto or represented thereby. (v) 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 material application, to obtain the relevant registration) registration and to maintain each registration of each the Patents and Trademarks, which any Obligor reasonably determines is material Patent and Trademarkto the conduct of its business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations Parties after it learns that any material Patent or Trademark 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, if such Patent or Trademark 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. (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)any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (A) Continue to use 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, 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 holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to this Domestic Security Agreement, and (E) 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 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 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 '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, such Grantor 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, 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 material Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) 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 each material Patent and Trademark, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party 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 in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

Covenants Relating to Patents and Trademarks. (i) (A) Continue to use each Trademark, which any Obligor reasonably determines is material Trademark on each and every trademark class 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured ObligationsParties, shall obtain a perfected security interest in such xxxx pursuant to this Domestic Security Agreement, and (E) 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 its business, may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent and the holders of the Secured Obligations 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 its business 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 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 a Grantoran 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 Grantor 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, a Grantor 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 Secured Parties’ security interest of the Administrative Agent and the holders of the Secured Obligations in any material Patent or Trademark and the goodwill and general intangibles General Intangibles of a Grantor such Obligor relating thereto or represented thereby. (v) 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 material application, to obtain the relevant registration) registration and to maintain each registration of each the Patents and Trademarks, which any Obligor reasonably determines is material Patent and Trademarkto the conduct of its business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations Parties after it learns that any material Patent or Trademark 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, if such Patent or Trademark 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. (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)any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (A) Continue to use 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Domestic Administrative Agent, for the ratable benefit of the holders of the Secured ObligationsParties, shall obtain a perfected security interest in such xxxx Trademark pursuant to this Domestic Security Agreement, and (E) 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 may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent owned by a Grantor may become abandoned or dedicated. (iii) Notify the Domestic Administrative Agent and the holders of the Secured Obligations immediately Parties promptly if it knows that any application or registration relating to any material Patent or Trademark owned by a 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 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, such Grantor shall report such filing to the Domestic Administrative Agent within five Business Days after as required by the last day of the fiscal quarter in which such filing occursCredit Agreement. Upon request of the Domestic Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Domestic Administrative Agent may reasonably request to evidence the security interest of the Domestic Administrative Agent and the holders of the Secured Obligations Parties in any material Patent or Trademark in the Collateral and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) 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 each material Patent and TrademarkTrademark owned by a Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Domestic Administrative Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party 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 in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

Covenants Relating to Patents and Trademarks. (A) Continue to use 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to this Domestic Security Agreement, and (E) 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.. CHAR1\887101v3 (ii) Not do any act, or omit to do any act, whereby any material Patent 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 may become abandoned or dedicated, 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 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, such a Grantor shall report such filing to the Administrative 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 Administrative Collateral Agent, a Grantor shall authorize or execute and deliver any and all agreements, instruments, documents and papers as the Administrative Collateral Agent may reasonably request to evidence the security interest of the Administrative Collateral Agent and the holders of the Secured Obligations in any material Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all 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 each material Patent the Patents and TrademarkTrademarks, including, without limitation, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Collateral Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party 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 in connection with a Permitted Lien or as otherwise provided in the Credit Agreement)hereunder.

Covenants Relating to Patents and Trademarks. (i) In accordance with the Borrower's standard business practice, (A) Continue continue to use 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that mxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured ObligationsLenders, shall obtain a perfected security interest in such xxxx mxxx pursuant to this Domestic Security Agreement, and (E) not knowingly (and not knowingly 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 knowingly do any act, or knowingly omit to do any act, whereby any material Patent may become abandoned or dedicated. (iii) Notify the Administrative Agent and the holders of the Secured Obligations Lenders immediately if it knows that any registration relating to any Patent or application or registration relating to any material Patent or Trademark 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) Whenever a Grantoran 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 Grantor 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, a Grantor 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 of the Administrative Agent and the holders of the Secured Obligations in any material Patent or Trademark and the goodwill and general intangibles of a Grantor an Obligor relating thereto or represented thereby. (v) Take In accordance with the Borrower's standard business practice, 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 each material Patent the Patents and TrademarkTrademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations Lenders after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party and and, in accordance with the Borrower's standard business practice (A) promptly xxx sxx for infringement, misappropriation or dilution, (B) to seek injunctive relief where appropriate and appropriate, (C) to recover any and all damages for such infringement, misappropriation or dilution, or to (D) 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 Obligor hereunder (other than in connection with a Permitted Lien or as otherwise provided in permitted by the Credit Agreement).

Covenants Relating to Patents and Trademarks. (i) (A) Continue to use each material Trademark on each and every trademark class Trademark, which any Debtor reasonably determines is necessary or desirable for 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such registered Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that mxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured ObligationsLenders, shall obtain a perfected security interest in such xxxx mxxx pursuant to this Domestic Security Agreement, and (E) 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 Patent, which any Debtor reasonably determines is necessary or desirable for the conduct of its business, may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent and the holders of the Secured Obligations immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark 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 GrantorDebtor’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 a GrantorDebtor, 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 Debtor shall promptly report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occursAgent. Upon request of the Administrative Agent, a Grantor Debtor 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 of the Administrative Agent and the holders of the Secured Obligations in any material Patent or Trademark and the goodwill and general intangibles General Intangibles of a Grantor such Debtor relating thereto or represented thereby. (v) 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 each the Patents and Trademarks, which any Debtor reasonably determines is necessary or material Patent and Trademarkto the conduct of its business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations Lenders after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party and and, if such Patent or Trademark is necessary or desirable for the conduct of any Debtor’s business, then 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. (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)any Debtor hereunder.

Covenants Relating to Patents and Trademarks. (i) With respect to each Trademark that is material to the Credit Party’s business, (A) Continue continue to use each material 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured ObligationsLenders, shall obtain a perfected security interest in such xxxx pursuant to this Domestic Security Agreement, and (E) 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 that is material Patent to the Credit Party’s business may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent and the holders of the Secured Obligations immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark that is material to the Credit Party’s business 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 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 a Grantoran 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 thereofOffice, such Grantor 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, a Grantor 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 of the Administrative Agent and the holders of the Secured Obligations in any material such Patent or Trademark and the goodwill and general intangibles General Intangibles of a Grantor such Obligor relating thereto or represented thereby. (v) 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 each the Patents and Trademarks that are material Patent and Trademarkto the Credit Party’s business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations Lenders after it learns that any material Patent or Trademark included in the Collateral that is material to the Credit Party’s business is infringed, misappropriated or diluted by a third party 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 in connection with a Permitted Lien or as otherwise provided in the Credit Agreement)any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (A) Continue Except as otherwise permitted by the Credit Agreement, continue to use each material Trademark on each and every trademark class of goods applicable to its current line 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 claim of abandonment for non-use, (B) use its best efforts to maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registrationregistration or notice of trademark, if as applicable, sufficient to protect such Trademark, (D) not adopt or use any xxxx that mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured ObligationsLenders, shall obtain a perfected security interest in such xxxx pursuant mark xxxsuant to this Domestic Security Agreement, and (E) 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 omit to do any act, whereby any material Patent may become abandoned or dedicated, if the same can be reasonably expected to have a Material Adverse Effect. (iii) Notify the Administrative Agent and the holders of the Secured Obligations Lenders immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark 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) ), 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) 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 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 material Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all 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 each the material Patent Patents and TrademarkTrademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (viv) Promptly notify the Administrative Agent and the holders of the Secured Obligations Lenders after it learns that any material Patent or Trademark included in the Collateral is materially infringed, misappropriated or diluted by a third party party, and promptly xxx take such actions as it shall reasonably deem appropriate under the circumstances to protect such material Patent or Trademark, 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. (viivi) Not 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 Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement)Obligor hereunder.

Covenants Relating to Patents and Trademarks. (A) Continue to use 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Canadian Administrative Agent, for the ratable rateable benefit of the holders of the Secured ObligationsParties, shall obtain a perfected security interest in such xxxx Trademark pursuant to this Domestic Canadian Security Agreement, and (E) 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 may become invalidated. (ii) Not do any act, or omit to do any act, whereby any material Patent owned by a Grantor may become abandoned or dedicated. (iii) Notify the Canadian Administrative Agent and the holders of the Secured Obligations immediately Parties promptly if it knows that any application or registration relating to any material Patent or Trademark owned by a 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 Canadian Intellectual Property 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 Canadian Intellectual Property Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Canadian Administrative Agent within five Business Days after as required by the last day of the fiscal quarter in which such filing occursCredit Agreement. Upon request of the Canadian Administrative Agent, a Grantor shall execute and deliver any and all agreements, instruments, documents and papers as the Canadian Administrative Agent may reasonably request to evidence the security interest of the Canadian Administrative Agent and the holders of the Secured Obligations Parties in any material Patent or Trademark in the Collateral and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) Take all 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 to obtain the relevant registration) and to maintain each registration of each material Patent and TrademarkTrademark owned by a Grantor, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Canadian Administrative Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party 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 in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).

Covenants Relating to Patents and Trademarks. (i) Subject to each Obligor's reasonable business judgment, (A) Continue continue to use 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that mark which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured ObligationsLenders, shall obtain a perfected security interest in such xxxx mark pursuant to this Domestic Security Agreement, and (E) not nxx (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 Patent may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent and the holders of the Secured Obligations immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or material Trademark 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 such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever a Grantoran 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 Grantor Obligor shall report such filing to the Administrative Agent within five Business Days after in accordance with the last day terms of the fiscal quarter in which such filing occursCredit Agreement. Upon request of the Administrative Agent, a Grantor 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 of the Administrative Agent and the holders of the Secured Obligations in any material Patent or Trademark and the goodwill and general intangibles General Intangibles of a Grantor such Obligor relating thereto or represented thereby. (v) 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 each all material Patent Patents and Trademarkmaterial Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations Lenders after it learns that any material Patent or material Trademark included in the Collateral is infringed, misappropriated or diluted by a third party 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 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 Grantor hereunder (other than in connection with a Permitted Lien or as otherwise provided in the Credit Agreement)any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (i) (A) Continue to use each Trademark, which any Obligor reasonably determines is material Trademark on each and every trademark class 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured ObligationsParties, shall obtain a perfected security interest in such xxxx pursuant to this Domestic Security Agreement, and (E) 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 its business, may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent and the holders of the Secured Obligations 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 its business 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 such Patent or Trademark or its right to register the same or to keep keep, maintain and maintain use the same. (iv) Whenever a Grantoran 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 Grantor 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, a Grantor 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 Secured Parties' security interest of the Administrative Agent and the holders of the Secured Obligations in any material Patent or Trademark and the goodwill and general intangibles General Intangibles of a Grantor such Obligor relating thereto or represented thereby. (v) 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 material application, to obtain the relevant registration) registration and to maintain each registration of each the Patents and Trademarks, which any Obligor reasonably determines is material Patent and Trademarkto the conduct of its business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations Parties after it learns that any material Patent or Trademark 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, if such Patent or Trademark 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. (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)any Obligor hereunder.

Covenants Relating to Patents and Trademarks. (A) Continue to use 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Collateral Agent, for the ratable benefit of the holders of the Secured Obligations, shall obtain a perfected security interest in such xxxx pursuant to this Domestic Security Agreement, and (E) 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 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 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 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, such Grantor 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, 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 material Patent or Trademark and the goodwill and general intangibles of a Grantor relating thereto or represented thereby. (v) 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 each material Patent and Trademark, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party 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 in connection with a Permitted Lien or as otherwise provided in the Credit Agreement).any

Covenants Relating to Patents and Trademarks. (i) (A) Continue to use each material Trademark on each and every trademark class Trademark, which the Debtor reasonably determines is necessary or desirable for 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 claim of abandonment for non-use, (B) maintain as in the past the quality of products and services offered under such Trademark, (C) employ such Trademark with the appropriate notice of registration, if applicable, (D) not adopt or use any xxxx that mxxx which is confusingly similar or a colorable imitation of such registered Trademark unless the Administrative Agent, for the ratable benefit of the holders of the Secured ObligationsLenders, shall obtain a perfected security interest in such xxxx mxxx pursuant to this Domestic Security Agreement, and (E) 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 Patent, which the Debtor reasonably determines is necessary or desirable for the conduct of its business, may become abandoned or dedicated. (iii) Notify Promptly notify the Administrative Agent and the holders of the Secured Obligations immediately if it knows knows, or has reason to know, that any application or registration relating to any material Patent or Trademark 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 Grantorthe Debtor’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 a Grantorthe Debtor, 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 the Debtor shall promptly report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occursAgent. Upon request of the Administrative Agent, a Grantor the Debtor 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 of the Administrative Agent and the holders of the Secured Obligations in any material Patent or Trademark and the goodwill and general intangibles General Intangibles of a Grantor the Debtor relating thereto or represented thereby. (v) 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 each the Patents and Trademarks, which the Debtor reasonably determines is necessary or material Patent and Trademarkto the conduct of its business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (vi) Promptly notify the Administrative Agent and the holders of the Secured Obligations Lenders after it learns that any material Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party and and, if such Patent or Trademark is necessary or desirable for the conduct of the Debtor’s business, then 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. (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)Debtor hereunder.