Common use of Intellectual Property Covenants Clause in Contracts

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any Intellectual Property owned by such Grantor, excluding Excluded Assets, may lapse, be terminated, become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of Intellectual Property owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other Subject to clause (iv) below and other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each the registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other Subject to clause (iv) below and other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other Subject to clause (iv) below and other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking commercially reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Agreement (v) Each Grantor determines in its reasonable business judgment that such disposition ofagrees that, discontinuance, failure to pursue, should it obtain an ownership or other allowance to lapseinterest in any Intellectual Property constituting Article 9 Collateral after the Closing Date, termination(i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, or placement in the public domain is desirable in case of Trademarks, the conduct goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of its businessthis Agreement. (vvi) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Parent Borrower shall (i) provide a list of any Registered United States Intellectual Property constituting Article 9 Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Collateral Agent and (ii) execute and deliver (or cause the applicable Grantor to execute and deliver) to the Collateral Agent the applicable Intellectual Property Security Agreements covering all containing such Registered information as is necessary for the Collateral Agent to record the grant of the security interest hereunder in such Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicableProperty.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Indenture or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Intellectual Property Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit AgreementIndenture, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited permitted herein or in the Credit AgreementIndenture, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorCollateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement or any other Loan Note Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement Indenture if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within 60 days after the same delivery period as required for the delivery end of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower each calendar quarter each Grantor shall provide a list of any Registered additional applications for or registrations of Intellectual Property Collateral owned by all Grantors of such Grantor not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative AgentNotes Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the U.S. Patent and Trademark Office and the U.S. Copyright Office and deliver to the Notes Collateral Agent at such time the short-form security agreement with respect to such Patents, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and Trademarks or Copyrights in proper appropriate form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements filing with the USPTO or USCO, as applicable and file such agreements with the USPTO or USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may prematurely lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect enforce each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the material Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, expire, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) 30 days after each March 31 and (b) of the Credit AgreementSeptember 30, the Borrower shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or and USCO not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and USCO, as applicable.

Intellectual Property Covenants. (ia) Other than to the extent not prohibited herein Whenever such Debtor shall acquire or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending file an application of each item of its for any Registered Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by or obtain rights thereto or becomes entitled to the benefit of any Registered Intellectual Property, it shall promptly provide the Agent with written notice thereof describing any such Grantor that are not Excluded Assetsnew Registered Intellectual Property, and upon the reasonable request of the Agent, shall promptly execute and deliver, and have recorded, 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 such Registered Intellectual Property, including forms substantially in the form of Annex A, as applicable. (iib) Other than Such Debtor shall: (i) take reasonable and necessary steps to maintain and pursue each application (and to obtain the extent not prohibited herein or in relevant registration) and to maintain each registration of the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any material Registered Intellectual Property owned by such GrantorDebtor; (ii) file applications to register all new material Copyrights, excluding Excluded Assets, Patents and Trademarks owned by such Debtor as such Debtor may lapse, be terminated, become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). reasonably deem appropriate; (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of maintain all rights in all material Intellectual Property owned by such GrantorDebtor; and (iv) use commercially reasonable efforts to obtain any consents, including, without limitation, maintaining waivers or agreements necessary to enable Agent to exercise its remedies under this Agreement with respect to the quality of any and all products or services used or provided in connection with any of the Trademarks Intellectual Property owned by such GrantorDebtor, consistent with provided that in the quality case of the products clauses (i), (ii) and services as of the Closing Date(iii), and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or such covenants shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement not apply if such Grantor determines Debtor has determined in its reasonable business judgment that such disposition ofmaterial Registered Intellectual Property, discontinuanceCopyrights, failure to pursuePatents, Trademarks or other allowance to lapseIntellectual Property, terminationas the case may be, are no longer necessary for or placement in the public domain is desirable in the conduct of its such Debtor’s business. (vc) Within [Reserved] (d) In the same delivery period event that such Debtor knows that any material Intellectual Property owned by such Debtor is Infringed by a third party, such Debtor shall (i) take such actions as required such Debtor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property (including, where appropriate in Debtor’s reasonable business judgment, suing for the delivery of the financial statements required to be delivered under Section 6.01(aInfringement and/or seeking injunctive relief) and (bii) promptly notify the Agent after it obtains knowledge of such Infringement. (e) Such Debtor will promptly notify the Credit AgreementAgent and the Lenders if it knows, the Borrower shall provide a list of or has reason to know, that any Registered Intellectual Property Collateral owned by all Grantors not listed such Debtor may become forfeited, abandoned or dedicated to the public, or of any adverse determination by any Governmental Authority regarding such Debtor’s rights in, or the validity, enforceability, ownership or use of, any Registered Intellectual Property owned by such Debtor, including, without limitation, such Debtor’s right to register or to maintain the same, unless (in any Intellectual Property Security Agreement previously delivered case) such Debtor has determined in its reasonable business judgment that the right to register or the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all maintenance of such Registered Intellectual Property Collateral duly executed by is no longer necessary for or desirable in the conduct of such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicableDebtor’s business.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Borrower shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Collateral Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Borrower shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking commercially reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting Article 9 Collateral after the Closing Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. (vi) Within the same delivery period as required for the delivery of the financial statements quarterly Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Borrower shall (i) provide a list of any Registered U.S. Intellectual Property registrations and applications and exclusive licenses of United States registered Copyrights constituting Article 9 Collateral owned by of all Grantors not listed previously disclosed to the Collateral Agent, including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and USCO and (ii) execute and file with the USPTO and USCO, as applicable, an Intellectual Property Security Agreement previously delivered to record the grant of the security interest hereunder in such Intellectual Property. As soon as practicable upon each such filing and recording, such Grantor shall deliver to the Administrative AgentCollateral Agent true and correct copies of the relevant documents, together with supplemental Intellectual Property Security Agreements covering all instruments and receipts evidencing such Registered Intellectual Property Collateral duly executed by such Grantors filing and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Indenture or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effectmaterial adverse effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit AgreementIndenture, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effectmaterial adverse effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in to the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementIndenture, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effectmaterial adverse effect, each Grantor shall take all reasonable steps to preserve and protect enforce each item of its Intellectual Property owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of qualityProperty. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Indenture Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, expire, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement Indenture if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for Simultaneously with the delivery of the financial statements Officer’s Certificate required pursuant to be delivered under Section 6.01(a) and 4.09 of Indenture (b) of or such longer period as the Credit AgreementAgreement Collateral Agent or any other Senior Representative, or, if such Credit Agreement Collateral Agent or Senior Representative does not exist, the Borrower Collateral Agent, may agree in writing in its sole discretion), the Issuers shall provide a list of any Registered additional registrations of or applications for Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO and USCO not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and USCO. The provisions hereof shall automatically apply to such Intellectual Property as if such would have constituted Article 9 Collateral at the time of execution hereof and be subject to the Security Interest without further action by any party. Each Grantor shall also at the time of delivery of such list provide to the Collateral Agent confirmation of the attachment of the Security Interest to such Intellectual Property by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the USCO, as applicableCollateral Agent’s Security Interest in such Intellectual Property.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein Except as otherwise provided in this Agreement or in the Credit Agreement, or with respect to registrations Agreement and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor the extent it has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTOCIPO, the USPTO and the USCO and any other governmental authority located in Canada or the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Intellectual Property Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited herein Except as is otherwise provided in this Agreement or in the Credit Agreement, and except to the extent any such act or with respect omission to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as act would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than Except as excluded or as not prohibited herein otherwise provided in this Agreement or in the Credit Agreement, or with respect and except to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where extent failure to do so act would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorCollateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) In the event that any Grantor, either directly or through any agent, employee, licensee or designee, (A) files an application for the registration of (or otherwise becomes the owner of an application or registration for) any Patent, Trademark or Copyright with the USPTO or the USCO or (B) acquires any registration or application for registration of any United States Patent, Trademark or Copyright, such Grantor will as promptly as practicable (and in any event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Credit Agreement (or, if earlier, the date on which such Compliance Certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion), provide the Administrative Agent written notice thereof, and, upon request of the Administrative Agent, such Grantor shall promptly execute and deliver any and all Intellectual Property Security Agreements as the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest (for the benefit of the Secured Parties) in such Patent, Trademark or Copyright, and the general intangibles of such Grantor relating thereto or represented thereby (other than, in each case, to the extent constituting Excluded Property). (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor Lead Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (iiiii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor Lead Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secretsecrets, become publicly known). (iiiiv) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer material, used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Lead Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, at least consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (ivv) Notwithstanding any other provision of this Agreementclauses ‎(i) through ‎(iv) above, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domaindomain (or in the case of trade secrets, become publicly known), any of its Intellectual Property included in the Article 9 Collateral to the extent permitted not prohibited by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessAgreement. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each U.S. Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking commercially reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting Article 9 Collateral after the Closing Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. (vi) Within the same delivery period as required for the delivery of the financial statements each Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Borrower shall (i) provide a list of any Registered U.S. Intellectual Property registrations and applications and exclusive licenses of United States registered Copyrights constituting Article 9 Collateral owned by of all Grantors not listed previously disclosed to the Collateral Agent, including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and USCO and (ii) execute and file with the USPTO and USCO, as applicable, an Intellectual Property Security Agreement previously delivered to record the grant of the security interest hereunder in such Intellectual Property. As soon as practicable upon each such filing and recording, such Grantor shall deliver to the Administrative AgentCollateral Agent true and correct copies of the relevant documents, together with supplemental Intellectual Property Security Agreements covering all instruments and receipts evidencing such Registered Intellectual Property Collateral duly executed by such Grantors filing and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) In the event that any Grantor, either directly or through any agent, employee, licensee or designee, (A) files an application for the registration of (or otherwise becomes the owner of) any Patent, Trademark or Copyright with the USPTO or the USCO or (B) acquires any registration or application for registration of any United States Patent, Trademark or Copyright, such Grantor will, as promptly as practicable (and in any event, no later than the date required by any Secured Credit Document of the Controlling Authorized Representative at such time, or, if the Collateral Agent is the Controlling Authorized Representative at such time, the date on which a compliance certificate is required to be delivered pursuant to Section 4.04 of the Indenture (or, if earlier, the date on which such compliance certificate is actually delivered to the Collateral Agent) or such later date as to which the Collateral Agent may agree in its reasonable discretion), provide the Collateral Agent written notice thereof, and, if requested by the Controlling Authorized Representative, such Grantor shall promptly execute and deliver any and all Intellectual Property Security Agreements required to evidence the Collateral Agent’s security interest (for the benefit of the Secured Parties) in such Patent, Trademark or Copyright, and the general intangibles of such Grantor relating thereto or represented thereby (other than, in each case, to the extent constituting Excluded Assets) to the same extent Grantor is delivering such Intellectual Property Security Agreements to the Controlling Authorized Representative. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Indenture or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Issuer in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (iiiii) Other than to the extent not prohibited permitted herein or in the Credit AgreementIndenture, or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Issuer in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iiiiv) Other than as excluded or as not prohibited permitted herein or in the Credit AgreementIndenture, or with respect to Patents, Copyrights or Trademarks which are no longer material, used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Issuer in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (v) Notwithstanding clauses (i) through (iv) Notwithstanding any other provision of this Agreementabove, nothing in the Indenture, this Agreement or any the other Loan Document Collateral Documents prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted not prohibited by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessIndenture. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) In the event that any Grantor, either directly or through any agent, employee, licensee or designee, (A) files an application for the registration of (or otherwise becomes the owner of) any Patent, Trademark or Copyright with the USPTO or the USCO or (B) acquires any registration or application for registration of any United States Patent, Trademark or Copyright, such Grantor will, as promptly as practicable (and in any event, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.1(c) of the Credit Agreement (or, if earlier, the date on which such Compliance Certificate is actually delivered to the Administrative Agent) or such later date as to which the Administrative Agent may agree in its reasonable discretion), provide the Administrative Agent written notice thereof, and, upon request of the Administrative Agent, such Grantor shall promptly execute and deliver any and all Intellectual Property Security Agreements as the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest (for the benefit of the Secured Parties) in such Patent, Trademark or Copyright, and the general intangibles of such Grantor relating thereto or represented thereby (other than, in each case, to the extent constituting Excluded Property). (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Lead Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (iiiii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Lead Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iiiiv) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer material, used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Lead Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (v) Notwithstanding clauses (i) through (iv) Notwithstanding any other provision of this Agreementabove, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted not prohibited by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessAgreement. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral Intellectual Property owned by such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any Intellectual Property owned by such Grantor, excluding Excluded Assets, may lapse, be terminated, become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of Intellectual Property owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b) 6.02 of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Intellectual Property Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as to the extent not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorCollateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable stepssteps consistent with past business practices, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps consistent with past business practices, necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(b) of the Credit Agreement, the Borrower shall provide a list of any Registered additional USPTO or USCO registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit AgreementSPA, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit AgreementSPA, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any Intellectual Property owned by such Grantor, excluding Excluded Assets, may lapse, be terminated, become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementSPA, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of Intellectual Property owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Note Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement SPA if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a7.1(a) and (b) of the Credit AgreementSPA, the Borrower Issuer shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Collateral Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) In the event that any Grantor, either directly or through any agent, employee, licensee or designee, (A) files an application for the registration of (or otherwise becomes the owner of) any United States Patent, Trademark, Copyright or Copyright License with the USPTO or the USCO or (B) acquires any registration or application for registration of any United States Patent, Trademark, or Copyright or any Copyright License, such Grantor will, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Collateral Agent) or such later date as to which the Collateral Agent may agree in its reasonable discretion), provide the Collateral Agent written notice thereof, and, upon request of the Collateral Agent, such Grantor shall promptly execute and deliver any and all Intellectual Property Security Agreements as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest (for the benefit of the Secured Parties) in such United States Patent, Trademark, Copyright or Copyright License, and the general intangibles of such Grantor relating thereto or represented thereby (other than, in each case, to the extent constituting Excluded Property). (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, Trademark or Copyright registration or application or Copyright License, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (iiiii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iiiiv) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer material, used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantorits Trademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the its Trademarks abide by the applicable license’s terms with respect to standards of quality. (v) Notwithstanding clauses (i) through (iv) Notwithstanding any other provision of this Agreementabove, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessAgreement. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property (excluding Excluded Assets) for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking commercially reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting Article 9 Collateral after the Closing Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. (vi) Within 5 Business Days of the same delivery period as date required for the delivery of the financial statements required to be delivered under Section 6.01(aSections 5.01(a) and or (b) of the Credit Agreement, the Borrower shall (i) provide a list of any Registered U.S. Intellectual Property registrations and applications and exclusive licenses of United States registered Copyrights constituting Article 9 Collateral owned by of all Grantors not listed previously disclosed to the Collateral Agent, including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and USCO and (ii) execute and file with the USPTO and USCO, as applicable, an Intellectual Property Security Agreement previously delivered to record the grant of the security interest hereunder in such Intellectual Property. As soon as practicable upon each such filing and recording, such Grantor shall deliver to the Administrative AgentCollateral Agent true and correct copies of the relevant documents, together with supplemental Intellectual Property Security Agreements covering all instruments and receipts evidencing such Registered Intellectual Property Collateral duly executed by such Grantors filing and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect enforce each item of its Intellectual Property owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of qualityProperty. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, expire, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for Simultaneously with the delivery of the financial statements Compliance Certificate required pursuant to be delivered under Section 6.01(a) and (b6.02(a) of the Credit AgreementAgreement after the second and fourth fiscal quarters of each fiscal year of Holdings (or such longer period as the Collateral Agent may agree in writing in its sole discretion), the Borrower Borrowers shall provide a list of any Registered additional registrations of or applications for Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO and USCO not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and USCO. The provisions hereof shall automatically apply to such Intellectual Property as if such would have constituted Article 9 Collateral at the time of execution hereof and be subject to the Security Interest without further action by any party. Each Grantor shall also at the time of delivery of such list provide to the Collateral Agent confirmation of the attachment of the Security Interest to such Intellectual Property by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the USCO, as applicableCollateral Agent’s Security Interest in such Intellectual Property.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed determined by the applicable Grantor Borrower in its reasonable business judgmentgood faith, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed determined by the applicable Grantor Borrower in its reasonable business judgmentgood faith, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights Intellectual Property which is excluded herein or Trademarks which are is no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed determined by the applicable Grantor Borrower in its reasonable business judgmentgood faith, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantor, including, without limitation, maintaining included in the quality of any and Article 9 Collateral including taking all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreementclauses (i) through (iii) above, nothing in this Agreement or any other Loan Document (x) prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted not prohibited by the Credit Agreement if or (y) shall require that any Grantor take any action that would result in an impairment of or prejudice to such Grantor determines Grantor’s rights in its reasonable business judgment that such disposition of, discontinuance, failure any Intellectual Property to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct benefit of its businessa third party not party hereto. (v) Within thirty (30) calendar days after the same delivery period as required for end of each calendar quarter, commencing with the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreementcalendar quarter ending December 31, the Borrower 2014, each Grantor shall provide a list of any Registered additional applications for or registrations of material Intellectual Property Collateral owned by all Grantors (in each case, in the USPTO and the USCO, as applicable) of such Grantor not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Collateral Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable, with respect to material Intellectual Property included in the Article 9 Collateral and deliver to the Collateral Agent at such time the short-form security agreement with respect to such Patents, Trademarks or Copyrights in appropriate form for filing with the USPTO or USCO, as applicable and file such agreements with the USPTO or USCO, as applicable. (vi) Except to the extent permitted under the Credit Agreement, each Grantor shall, upon request of the Collateral Agent, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not permitted pursuant to Section 7.01 of the Credit Agreement. Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) . Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may prematurely lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) . Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect enforce each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the material Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) . Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, expire, terminate or be put into the public domain, any of its Intellectual Property to the extent any such action or inaction is permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) . Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) 30 days after each March 31 and (b) of the Credit AgreementSeptember 30, the Borrower shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or and USCO not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable stepssteps consistent with past business practices, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps consistent with past business practices, necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from transferring, disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such transfer, disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(b) of the Credit Agreement, the Borrower shall provide a list of any Registered additional USPTO or USCO registrations of Intellectual Property Collateral owned by of all Grantors not listed previously disclosed to the Administrative Agent including such information as is necessary for such Grantor to make (or to permit the Administrative Agent to make) appropriate filings in any the USPTO and USCO and shall execute and deliver an appropriate Intellectual Property Security Agreement previously delivered to in accordance with Section 6.12(c) of the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCOCredit Agreement, as applicable.

Intellectual Property Covenants. Debtor shall concurrently herewith deliver to Lender the Copyright Security Agreement, the Trademark Security Agreement and the Patent Security Agreement and all other documents, instruments and other items as may be necessary for Lender to file such agreements with the United States Copyright Office, the United States Patent and Trademark Office and any similar domestic or foreign office, department or agency except as otherwise provided in Section 6.1. If, before the Secured Obligations are paid in full, Debtor obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property which is (ia) Other than not listed on the schedules to the Copyright Security Agreement, the Trademark Security Agreement or the Patent Security Agreement, as the form of such agreements are attached hereto as Exhibits, and (b) should be listed thereon to perfect or protect the Security Interest therein, then Debtor shall give to Lender prompt written notice thereof, and shall amend the applicable Intellectual Property security agreement to include any such new Intellectual Property and shall deliver all other documentation and other items as may be necessary for Lender to file such agreements with the United States Copyright Office, the United States Patent and Trademark Office and/or any similar domestic or foreign office, department or agency except as other-wise provided in Section 6.1. Debtor shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending to the extent not prohibited herein the Intellectual Property relating to such application has a material value or is material to the conduct of Debtor's business; (b)make application on all new copyrights, patents and trademarks as reasonably deemed appropriate by Debtor; (c) preserve and maintain all rights in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any Intellectual Property owned by such Grantor, excluding Excluded Assets, may lapse, be terminated, become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of Intellectual Property owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure Intellectual Property has a material value or is material to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of Debtor's business; and (d) upon and after the occurrence of an Event of Default, use its best efforts to obtain any consents, waivers or agreements necessary to enable Lender to exercise its remedies with respect to the Intellectual Property. Debtor shall not abandon any right to file a copyright, patent or trademark application nor shall Debtor abandon any pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Lender (which will not be unreasonably withheld, conditioned or delayed) or unless such Intellectual Property has no material value and is not material to the conduct of Debtor's business. (v) Within . Debtor represents and warrants to Lender that the same execution, delivery period as required for the delivery and performance of this Agreement by Debtor will not violate or cause a default under any of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed or any agreement in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicableconnection therewith.

Intellectual Property Covenants. Debtors shall, upon obtaining any Intellectual Property, deliver to Agent the Copyright Security Agreement, the Trademark Security Agreement and the Patent Security Agreement and all other documents, instruments and other items as may be necessary for Agent to file such agreements with the United States Copyright Office, the United States Patent and Trademark Office and any similar domestic or foreign office, department or agency except as otherwise provided in Section 6.1. If, before the Secured Obligations are paid in full, any Debtor obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property which is (ia) Other than not listed on the schedules to the Copyright Security Agreement, the Trademark Security Agreement or the Patent Security Agreement, as the form of such agreements are attached hereto as Exhibits, and (b) should be listed thereon to perfect or protect the Security Interest therein, then such Debtor shall give to Agent prompt written notice thereof, and shall amend the applicable Intellectual Property security agreement to include any such new Intellectual Property 1. Each Debtor shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending to the extent not prohibited herein the Intellectual Property relating to such application has a material value or is material to the conduct of such Debtor's business; (b) make application on all new copyrights, patents and trademarks as reasonably deemed appropriate by such Debtor; (c) preserve and maintain all rights in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any Intellectual Property owned by such Grantor, excluding Excluded Assets, may lapse, be terminated, become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of Intellectual Property owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure Intellectual Property has a material value or is material to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of such Debtor's business; and (d) upon and after the occurrence of an Event of Default, use its best efforts to obtain any consents, waivers or agreements necessary to enable Agent to exercise its remedies with respect to the Intellectual Property. No Debtor shall abandon any right to file a copyright, patent or trademark application nor shall any Debtor abandon any pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License without the prior written consent of Agent (which will not be unreasonably withheld, conditioned or delayed) or unless such Intellectual Property has no material value and is not material to the conduct of such Debtor's business. (v) Within . Debtors represent and warrant to Agent that the same execution, delivery period as required for the delivery and performance of this Agreement by Debtors will not violate or cause a default under any of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed or any agreement in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicableconnection therewith.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Secured Transaction Documents or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effectuseful, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited herein or in the Credit AgreementSecured Transaction Documents, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effectuseful, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may would lapse, be terminated, become invalid or unenforceable terminated or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementSecured Transaction Documents, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all material products or services used or provided in connection with any of the Trademarks owned by such Grantormaterial Trademarks, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit AgreementAt least once per fiscal quarter, the Borrower Debtor shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO USCO, CIPO and any other governmental authority Governmental Authority located in the United StatesStates or Canada, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting PPSA Collateral after the Closing Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. (vi) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Canadian Borrower shall (i) provide a list of any Registered Intellectual Property constituting PPSA Collateral owned by of all Grantors not listed previously disclosed to the Collateral Agent, including such information as is necessary for such Grantor to make appropriate filings in any the USPTO, USCO and CIPO and (ii) execute and file with the USPTO, USCO and CIPO, as applicable, an Intellectual Property Security Agreement previously delivered to record the grant of the security interest hereunder in such Intellectual Property. As soon as practicable upon each such filing and recording, such Grantor shall deliver to the Administrative AgentCollateral Agent true and correct copies of the relevant documents, together with supplemental Intellectual Property Security Agreements covering all instruments and receipts evidencing such Registered Intellectual Property Collateral duly executed by such Grantors filing and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreementclauses (i) through (iii) above, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessAgreement. (v) Within the same delivery period as required for Together with the delivery of the financial statements required to be delivered a Perfection Certificate or Perfection Certificate Supplement under Section 6.01(a) and (b) of the Credit Agreement, the Borrower each Grantor shall provide a list of any Registered additional applications for or registrations of Intellectual Property Collateral owned by all Grantors not listed (in any Intellectual Property Security Agreement previously delivered to the Administrative Agenteach case, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or and the USCO, as applicable) of such Grantor not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and the USCO with respect to Intellectual Property included in the Article 9 Collateral and, upon the written request of the Collateral Agent (other than in connection with the execution of a Security Agreement Supplement pursuant to Section 5.14 hereof), deliver to the Collateral Agent at such time the short-form security agreement with respect to such Patents, Trademarks or Copyrights in appropriate form for filing with the USPTO or USCO, as applicable, so that the Collateral Agent may file such agreements with the USPTO or USCO, as applicable; provided, however, that updates to any applications for or registrations of Intellectual Property of such Grantor shall only be provided in a Perfection Certificate or Perfection Certificate Supplement.

Intellectual Property Covenants. (i) In the event that any Grantor, either directly or through any agent, employee, licensee or designee, (A) files an application for the registration of (or otherwise becomes the owner of) any United States Patent, Trademark, Copyright or Copyright License with the USPTO or the USCO or (A) acquires any registration or application for registration of any United States Patent, Trademark, or Copyright or any Copyright License, such Grantor will, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Collateral Agent) or such later date as to which the Collateral Agent may agree in its reasonable discretion), provide the Collateral Agent written notice thereof, and, upon request of the Collateral Agent, such Grantor shall promptly execute and deliver any and all Intellectual Property Security Agreements as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest (for the benefit of the Secured Parties) in such United States Patent, Trademark, Copyright or Copyright License, and the general intangibles of such Grantor relating thereto or represented thereby (other than, in each case, to the extent constituting Excluded Property). (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, Trademark or Copyright registration or application or Copyright License, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (iiiii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iiiiv) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer material, used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantorits Trademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the its Trademarks abide by the applicable license’s terms with respect to standards of quality. (v) Notwithstanding clauses (i) through (iv) Notwithstanding any other provision of this Agreementabove, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessAgreement. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful in or material to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, pursue or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Borrower shall provide a list of any Registered additional registrations or applications for registration of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative AgentCollateral Agent including, together with supplemental respect to United States Intellectual Property Security Agreements covering all Property, such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Each Grantor agrees to (A) take, at its expense, all reasonable steps, including, without limitation, including in the USPTO, USPTO and the USCO and any other governmental authority located in the United StatesUSCO, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by such Grantor that are not Excluded Assets. , (iiB) Other than take all reasonable steps to prevent any of the extent not prohibited herein or Intellectual Property included in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any Intellectual Property Collateral owned by such GrantorGrantor from lapsing, excluding Excluded Assets, may lapse, be being terminated, become or becoming invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). ) and (iiiC) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality, in each case of (A), (B) and (C) above, (x) other than with respect to Registered Intellectual Property Collateral which is no longer used by or useful in the applicable Grantor’s business operations or (y) except where the failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, be expected to have a Material Adverse Effect. (ivii) On each date on which a Compliance Certificate is delivered to the Administrative Agent pursuant to Section 6.02(a) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral not subject to the filings required under Section 3.02(c), together with supplemental Intellectual Property Security Agreements substaintially in the form of Exhibits III, IV and V hereto covering all such Registered Intellectual Property Collateral. (iii) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. Each Grantor shall concurrently ------------------------------- herewith deliver to Lender the Copyright Security Agreement, the Trademark Security Agreement and the Patent Security Agreement and all other documents, instruments and other items as may be necessary for Lender to file such agreements with the United States Copyright Office, the United States Patent and Trademark Office and any similar domestic or foreign office, department or agency except as otherwise provided in Section 6.1. If, before the Secured Obligations are paid in full, any Grantor obtains any new Intellectual Property or rights thereto or becomes entitled to the benefit of any Intellectual Property which is (ia) Other than not listed on the schedules to the Copyright Security Agreement, the Trademark Security Agreement or the Patent Security Agreement, as the form of such agreements are attached hereto as Exhibits, and (b) should be listed thereon to perfect or protect the Security Interest therein, then such Grantor shall give to Lender prompt written notice thereof, and shall amend the applicable Intellectual Property security agreement to include any such new Intellectual Property and shall deliver all other documentation and other items as may be necessary for Lender to file such agreements with the United States Copyright Office, the United States Patent and Trademark Office and/or any similar domestic or foreign office, department or agency except as otherwise provided in Section 6. 1. Each Grantor shall: (a) prosecute diligently any copyright, patent, trademark or license application at any time pending to the extent not prohibited herein the Intellectual Property relating to such application has a material value or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except is material to the extent failure to act would notconduct of such Grantor's business; (b) make application on all new material copyrights, patents and trademarks as reasonably deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any Intellectual Property owned appropriate by such Grantor, excluding Excluded Assets, may lapse, be terminated, become invalid or unenforceable or placed ; (c) preserve and maintain all rights in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of Intellectual Property owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure Intellectual Property has a material value or is material to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of such Grantor's business; and (d) upon and after the occurrence of an Event of Default, use its best efforts to obtain any consents, waivers or agreements necessary to enable Lender to exercise its remedies with respect to the Intellectual Property. No Grantor shall abandon any right to file a copyright, patent or trademark application nor shall any Grantor abandon any pending copyright, patent or trademark application, or Copyright, Copyright License, Patent, Patent License, Trademark or Trademark License unless such Intellectual Property has no material value and is not material to the conduct of such Grantor's business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except Except to the extent failure to act would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, be reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Article 9 Collateral consisting of Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, steps (including in the USPTO, the USCO and any other governmental authority located in the United StatesStates and including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties) to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by consisting of Intellectual Property of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except Except as would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, be reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Article 9 Collateral consisting of Intellectual Property owned by such Grantor, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except Except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, be reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Article 9 Collateral consisting of Intellectual Property owned by such GrantorProperty, including, without limitation, including maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Article 9 Collateral consisting of Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited to the extent permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreementclauses (i) through (iii) above, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that any such disposition ofIntellectual Property is immaterial to, discontinuanceno longer used or useful in, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its business. (v) Within 60 calendar days after the same delivery period as required for the delivery end of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreementeach calendar quarter, the Borrower each Grantor shall provide a list of any Registered additional registrations and applications for of Intellectual Property of such Grantor not previously disclosed to the Collateral owned by all Grantors not listed Agent including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and the USCO with respect to Intellectual Property Security Agreement previously delivered included in the Article 9 Collateral and deliver to the Administrative AgentCollateral Agent at such time the short-form security agreement with respect to such Patents, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and Trademarks or Copyrights in proper appropriate form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements filing with the USPTO or USCO, as applicable, and record such agreements in the USPTO assignment database or USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreementclauses (i) through (iii) above, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessAgreement. (v) Within thirty (30) calendar days after the same delivery period as required for the delivery end of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower each calendar quarter each Grantor shall provide a list of any Registered additional applications for or registrations of Intellectual Property Collateral owned by all Grantors not listed (in any Intellectual Property Security Agreement previously delivered to the Administrative Agenteach case, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or and the USCO, as applicable) of such Grantor not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and the USCO with respect to Intellectual Property included in the Article 9 Collateral and deliver to the Collateral Agent at such time the short-form security agreement with respect to such Patents, Trademarks or Copyrights in appropriate form for filing with the USPTO or USCO, as applicable and file such agreements with the USPTO or USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property Collateral material to the conduct of its business for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United StatesStates and including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation of proceedings against third parties, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Intellectual Property Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral material to the conduct of its business may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known), and each Grantor agrees that it shall continue to xxxx, consistent with past practice, any products covered by a Patent with the relevant number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws. (iii) Other than as excluded or as not to the extent prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorCollateral material to the conduct of its business, including, without limitation, (1) maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, (2) maintaining such Trademark in full force free from any claim of abandonment or invalidity of non-use, (3) displaying such Trademark with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its maximum rights under applicable law, (4) not knowingly using or knowingly permitting the use of such Trademark in violation of any third party rights and (5) taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding Each Grantor shall notify the Administrative Agent promptly if it knows or has reason to know that any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral material to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessbusiness may become abandoned, lost or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the USPTO, USCO or any court or similar office located in the United States) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same. (v) Within the same delivery period as required for Each Grantor, either itself or through any agent, employee, licensee or designee, shall, concurrently with the delivery of the quarterly and annual financial statements required pursuant to be delivered under Section Sections 6.01(a) and (b6.01(b) of the Credit Agreement, notify the Borrower shall provide a list Administrative Agent of all filings of applications for any Patent, Trademark or Copyright (or for the registration of any Registered Intellectual Property Collateral owned by all Grantors not listed Trademark or Copyright) with the USPTO, USCO or any office or agency in any Intellectual Property Security Agreement previously delivered to political subdivision of the United States, and, upon request of the Administrative Agent, together execute and deliver any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Security Interest in such Patent, Trademark or Copyright, and each Grantor hereby appoints the Administrative Agent as its attorney-in-fact to execute and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled with supplemental Intellectual Property Security Agreements covering all such Registered an interest, is irrevocable. (vi) In the event that any Grantor knows or has reason to believe that any Intellectual Property Collateral duly executed material to the conduct of any Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third person, such Grantors Grantor promptly shall notify the Administrative Agent and in proper form shall, if consistent with good business judgment, promptly xxx for recordinginfringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall promptly file and record take such supplemental Intellectual Property Security Agreements with other actions as are appropriate under the USPTO or the USCO, as applicable.circumstances to protect such Article 9

Intellectual Property Covenants. (i) In the event that any Grantor, either directly or through any agent, employee, licensee or designee, (A) files an application for the registration of (or otherwise becomes the owner of) any Patent, Trademark, Copyright or Copyright License with the USPTO or the USCO or (B) acquires any registration or application for registration of any United States Patent, Trademark, Copyright or Copyright License, such Grantor will, no later than the next date on which a compliance certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such compliance certificate is actually delivered to the Collateral Agent) or such later date as to which the Collateral Agent may agree in its reasonable discretion), provide the Collateral Agent written notice thereof, and, upon request of the Collateral Agent, such Grantor shall promptly execute and deliver any and all Intellectual Property Security Agreements as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest (for the benefit of the Secured Parties) in such Patent, Trademark, Copyright or Copyright License, and the general intangibles of such Grantor relating thereto or represented thereby (other than, in each case, to the extent constituting Excluded Property). (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, Copyright or Copyright License registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (iiiii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iiiiv) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer material, used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (v) Notwithstanding clauses (i) through (iv) Notwithstanding any other provision of this Agreementabove, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted not prohibited by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessAgreement. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting Article 9 Collateral after the Closing Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. (vi) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Borrower shall (i) provide a list of any Registered Intellectual Property constituting Article 9 Collateral owned by of all Grantors not listed previously disclosed to the Collateral Agent, including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and USCO and (ii) execute and file with the USPTO and USCO, as applicable, an Intellectual Property Security Agreement previously delivered to record the grant of the security interest hereunder in such Intellectual Property. As soon as practicable upon each such filing and recording, such Grantor shall deliver to the Administrative AgentCollateral Agent true and correct copies of the relevant documents, together with supplemental Intellectual Property Security Agreements covering all instruments and receipts evidencing such Registered Intellectual Property Collateral duly executed by such Grantors filing and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. The Grantor will: (ia) Other than consistent with commercially reasonable practices, continue to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations use each of its trademarks on each and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, every trademark class of goods as deemed by the applicable Grantor reflected in its current catalogs, brochures and price lists in order to maintain each trademark in full force free from any claim of abandonment for non-use; (b) maintain the quality of products and services offered under each of its trademarks; (c) use all commercially reasonable efforts to employ each of its trademarks or copyrights with the appropriate notice of its registration on applicable products or services; (d) use all commercially reasonable efforts to employ each of its patents with the appropriate notice of existence on applicable products or processes; (e) consistent with commercially reasonable practices (and in accordance with the reasonable business judgment, reasonably be expected judgment of the Grantor's Board of Directors as to have a Material Adverse Effect, with respect to each registration or pending application whether any of each item of its the Intellectual Property Collateral is needed for which such Grantor the present and anticipated conduct of the Grantor's business, if no Event of Default has standing to do sothen occurred and is continuing), each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, not perform or Copyright registration or application now or hereafter included in the Collateral owned by such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do perform any act whereby any patent rights may become dedicated, invalidated or unenforceable, any trademark rights may become abandoned or unenforceable, any copyright rights may become abandoned or unenforceable, any other Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral may lapse, be terminated, become invalid or unenforceable or placed in the public domain (domain, or in the case of a trade secret, become publicly known).any license rights may lapse or be terminated; (iiif) Other than consistent with commercially reasonable practices, prosecute diligently any patent, trademark or copyright application which is pending as excluded of the date of this Agreement or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would nothereafter; (g) make application on unpatented but patentable inventions and unregistered but registrable trademarks, as deemed by appropriate (unless the applicable Grantor and the Agent determine that such application is of insufficient economic value to the Grantor to justify such action); (h) consistent with commercially reasonable practices (and in its accordance with the reasonable business judgmentjudgment of the Grantor's Board of Directors as to whether any of the Intellectual Property Collateral is needed for the present and anticipated conduct of the Grantor's business, reasonably be expected if no Event of Default has then occurred and is continuing), maintain all rights in and to have a Material Adverse Effect, each Grantor shall take the Intellectual Property Collateral; (i) make all reasonable steps necessary filings and recordings and pay all required fees and taxes to preserve record and protect maintain its registration and ownership of each item of Intellectual Property Collateral owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality.it; (ivj) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing promptly notify the use or maintenance of, failing to pursueAgent if it knows, or otherwise allowing has reason to lapseknow, terminate that any application or be put into the public domain, any of its Intellectual Property registration relating to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in may become abandoned or dedicated to the public, or of any adverse determination or development (including any claim) regarding the Grantor's ownership of any Intellectual Property Security Agreement previously delivered Collateral, or its right to register the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered same or to keep and maintain the same; (k) in the event that any item of the Intellectual Property Collateral duly executed is infringed or misappropriated by a third party, promptly notify the Agent after it learns thereof and will, unless the Grantor and the Agent determine that such Grantors and in proper form for recording, and shall promptly file and record such supplemental item of Intellectual Property Security Agreements with Collateral is of insufficient economic value to the USPTO Grantor to justify such action, promptly xxx for infringement or misappropriation or take other commercially reasonable action (as determined by the Grantor) to cause such infringement to cease; (l) within 10 days after acquiring any U.S. Intellectual Property Collateral which, if owned on the date hereof would have been disclosed on Annex III hereto, provide to the Agent an Annex III which has been revised to reflect such additional Intellectual Property Collateral; and (m) not grant any license the terms of which limit or do not permit the grant of rights to the Agent in Section 4.15 or the USCOtaking by the Agent of the action described in Section 8.4(j) (without regard to any limitation on such grant of rights or taking of action by virtue of the terms of any preexisting licenses), as applicablewithout the prior written consent of the Agent.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United StatesXxxxxx Xxxxxx, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreementclauses (i) through (iii) above, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessAgreement. (v) Within the same delivery period as required for Together with the delivery of the financial statements required to be delivered a Perfection Certificate or Perfection Certificate Supplement under Section 6.01(a) and (b) of the Credit Agreement, the Borrower each Grantor shall provide a list of any Registered additional applications for or registrations of Intellectual Property Collateral owned by all Grantors not listed (in any Intellectual Property Security Agreement previously delivered to the Administrative Agenteach case, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or and the USCO, as applicable) of such Grantor not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and the USCO with respect to Intellectual Property included in the Article 9 Collateral and, upon the written request of the Collateral Agent (other than in connection with the execution of a Security Agreement Supplement pursuant to Section 5.14 hereof), deliver to the Collateral Agent at such time the short-form security agreement with respect to such Patents, Trademarks or Copyrights in appropriate form for filing with the USPTO or USCO, as applicable, so that the Collateral Agent may file such agreements with the USPTO or USCO, as applicable; provided, however, that updates to any applications for or registrations of Intellectual Property of such Grantor shall only be provided in a Perfection Certificate or Perfection Certificate Supplement.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Indenture or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit AgreementIndenture, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementIndenture, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Security Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement Indenture if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting Article 9 Collateral after the Closing Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. (vi) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b) 4.04 of the Credit AgreementIndenture, the Borrower Issuers shall (i) provide a list of any Registered Intellectual Property constituting Article 9 Collateral owned by of all Grantors not listed previously disclosed to the Third Lien Agent, including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and USCO and (ii) execute and file with the USPTO and USCO, as applicable, an Intellectual Property Security Agreement previously delivered to record the grant of the security interest hereunder in such Intellectual Property. As soon as practicable upon each such filing and recording, such Grantor shall deliver to the Administrative AgentThird Lien Agent true and correct copies of the relevant documents, together with supplemental Intellectual Property Security Agreements covering all instruments and receipts evidencing such Registered Intellectual Property Collateral duly executed by such Grantors filing and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Intellectual Property Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorCollateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within 60 days after the same delivery period as required for the delivery end of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower each calendar quarter each Grantor shall provide a list of any Registered additional applications for or registrations of Intellectual Property Collateral owned by all Grantors of such Grantor not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors Grantor to make appropriate filings in the U.S. Patent and in proper form for recording, Trademark Office and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicableU.S. Copyright Office.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations registration and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsused, or and except to the extent failure to act would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, be reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue and preserve the registration and maintenance maintenance, validity and enforceability of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Intellectual Property Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations registration and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsused, or except as would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, be reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, be reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorCollateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within At the same delivery period as required for the time of delivery of the financial statements required pursuant to be delivered under Section 6.01(a) and (bSection 6.01(b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered deliver to the Administrative AgentAgent a schedule setting forth, together with supplemental Intellectual Property Security Agreements covering all in reasonable detail, any additional U.S. Copyrights, U.S. Copyright Licenses, U.S. Patents, U.S. Patent Licenses, U.S. Trademarks and U.S. Trademark Licenses that are registered (or for which an application to register such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements items has been filed) with the USPTO or the USCOUSCO (or any successor to either of such office) and that are acquired by any Grantor following the Closing Date (or following the last supplement provided to the Administrative Agent pursuant to this section), as applicableincluding, without limitation, any “intent-to-use” Trademark application owned by a Grantor and that constituted an Excluded Asset for which a verified statement of actual use of any such Trademark is filed with the USPTO following the Closing Date.

Intellectual Property Covenants. (ia) Other than to the extent not prohibited herein or in the Credit AgreementAgreement or, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to (A) take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and steps permitted by any other governmental authority located in the United States, applicable law to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by of such Grantor that are not Excluded Assets. , (iiB) Other than take all reasonable steps permitted by any applicable law to prevent any of the extent not prohibited herein or Intellectual Property included in the Credit AgreementCollateral, from lapsing, being terminated, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any Intellectual Property owned by such Grantor, excluding Excluded Assets, may lapse, be terminated, become becoming invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). ) and (iiiC) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps permitted by any applicable law to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with at a level equal to or better than the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (ivb) Administrative Loan Party shall provide (A) on each date on which a Compliance Certificate is delivered to the Agent pursuant to Section 5.04(c) of the Credit Agreement, a list of any Registered Intellectual Property Collateral not covered by the filings required under Section 3.02(c), together with supplemental Intellectual Property Security Agreements substantially in the form of Exhibits C, D and E, as applicable, covering all such Registered Intellectual Property Collateral, and (B) within thirty (30) days of the acquisition, filing or issuance of any material Copyrights owned by a Grantor which are the subject of an issuance, registration or pending application in any intellectual property registry, and at such other times as may be reasonably requested by the Agent, a list of such material Copyrights, -21- 155657.01206/121709896v.5 together with supplemental Intellectual Property Security Agreements substantially in the form of Exhibit E covering all such material Copyrights. (c) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein Except as is otherwise provided in this Agreement or in the Credit Agreement, or with respect to registrations Agreement and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor the extent it has standing to do so, so each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United StatesStates or Canada, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Intellectual Property Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited herein Except as is otherwise provided in this Agreement or in the Credit Agreement, Agreement and except to the extent any such act or with respect omission to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as act would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or or, in the case of a trade secret, become becomes publicly known). (iii) Other than Except as excluded or as not prohibited herein is otherwise provided in this Agreement or in the Credit Agreement, or with respect Agreement and except to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where extent failure to do so act would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorCollateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect enforce each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, expire, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement30 days after each fiscal quarter, the Borrower shall provide a list of any Registered additional registrations of or applications for Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO and USCO not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and USCO. The provisions hereof shall automatically apply to such Intellectual Property as if such would have constituted Article 9 Collateral at the time of execution hereof and be subject to the Security Interest without further action by any party. Each Grantor shall promptly provide to the Collateral Agent confirmation of the attachment of the Security Interest to such Intellectual Property by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the USCO, as applicableCollateral Agent’s Security Interest in such Intellectual Property.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or herein, in the Credit Agreement, Indenture and each Additional Pari Passu Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or herein, in the Credit Indenture and each Additional Pari Passu Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may prematurely lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or herein, in the Credit Indenture and each Additional Pari Passu Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect enforce each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the material Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Notes Document or Additional Pari Passu Debt Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, expire, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Indenture and each Additional Pari Passu Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within 30 days after each March 31 and September 30, (i) the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower Company shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors with the USPTO and USCO not listed previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and USCO and (ii) the applicable Grantor shall execute and deliver to the Collateral Agent an Intellectual Property Security Agreement previously delivered with respect to the Administrative Agent, together with supplemental such Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements have it timely recorded with the USPTO or the USCO, as applicable, and execute, deliver and file any all other agreements, instruments and documents as necessary to evidence the Collateral Agent’s security interest in any such Intellectual Property included in the Collateral.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreementclauses (i) through (iii) above, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in any of the public domain foregoing actions is desirable in the conduct of its business. (v) Within 60 calendar days after the same delivery period as required for the delivery end of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower each calendar quarter each Grantor shall provide a list of any Registered additional applications for or registrations of Intellectual Property of such Grantor not previously disclosed to the Collateral owned Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and the USCO with respect to Intellectual Property included in the Article 9 Collateral and deliver to the Collateral Agent at such time the short-form security agreement with respect to such Patents, Trademarks or Copyrights in appropriate form for filing with the USPTO or USCO, as applicable and file such agreements with the USPTO or USCO, as applicable. (vi) Notwithstanding that the Excluded Patents are not initially pledged as Collateral pursuant to Section 3.01(a): in the event that the applicable Grantor does not enter into one or more definitive agreements with a third party for the Disposition of such Excluded Patents by the later of January 31, 2014 or the 90th calendar day after the Closing Date (the “Disposition Period”), then the applicable Grantor’s entire right, title and interest in and to the Excluded Patents that are not subject to any such definitive agreement shall automatically become part of the Intellectual Property included in the Collateral; provided that, if the Disposition is by means of a transaction other than a sale and assignment, then the following additional requirements shall apply: (i) the Grantor’s residual interest in the Disposed Excluded Patents shall automatically become part of the Collateral, (ii) any and all consideration that is received by Grantors by virtue of such transaction shall be included in the Collateral (whether or not listed it technically qualifies as “Proceeds”), and (iii) the Grantor shall not xxxxx x Xxxx in any such Excluded Patents to the other party to the transaction, other than as permitted under the Credit Agreement. The Collateral Agent shall have the ability to extend the Disposition Period in its reasonable discretion. On or before the last day of the Disposition Period, the applicable Grantor(s) shall execute and deliver to the Collateral Agent an appropriate supplemental Intellectual Property Security Agreement previously delivered covering the Excluded Patents that have not been Disposed (or, with respect to Excluded Patents that were Disposed by means of a transaction other than a sale and assignment, covering the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Grantor’s remaining rights in such Registered Intellectual Property Collateral duly executed by such Excluded Patents). Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements Agreement with the USPTO or USPTO. In the USCOevent that the applicable Grantor enters into any definitive agreements for the Disposition of the Excluded Patents during the Disposition Period, as applicablesuch Grantor shall promptly provide to the Collateral Agent access to executed copies of such definitive agreements (including all ancillary documents, exhibits and schedules thereto; provided that such agreements may be redacted reasonably to protect the other parties’ confidential information). Notwithstanding anything to the contrary herein, the covenants of the Grantors under Sections 3.03(f)(i) to (iv), and (g) shall apply to the Excluded Patents until a Disposition thereof is consummated.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may prematurely lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable CG&R Draft Current date: 08/09/2021 1:04 PM62203517v4 Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect enforce each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the material Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, expire, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) 30 days after each March 31 and (b) of the Credit AgreementSeptember 30, the Borrower shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or and USCO not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Indenture or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit AgreementIndenture, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementIndenture, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Security Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement Indenture if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting Article 9 Collateral after the Closing Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. (vi) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b) 4.04 of the Credit AgreementIndenture, the Borrower Issuers shall (i) provide a list of any Registered Intellectual Property constituting Article 9 Collateral owned by of all Grantors not listed previously disclosed to the Second Lien Agent, including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and USCO and (ii) execute and file with the USPTO and USCO, as applicable, an Intellectual Property Security Agreement previously delivered to record the grant of the security interest hereunder in such Intellectual Property. As soon as practicable upon each such filing and recording, such Grantor shall deliver to the Administrative AgentSecond Lien Agent true and correct copies of the relevant documents, together with supplemental Intellectual Property Security Agreements covering all instruments and receipts evidencing such Registered Intellectual Property Collateral duly executed by such Grantors filing and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any Intellectual Property owned by such Grantor, excluding Excluded Assets, may lapse, be terminated, become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of Intellectual Property owned by such Grantor, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantor, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise 16 allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded AssetsCollateral. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded AssetsCollateral, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks and any sublicensed users, if applicable, of any of the Trademarks under any Trademark License abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Borrower shall provide a list of any Registered additional registrations and applications of Intellectual Property Collateral owned by or exclusively licensed to all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Collateral Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(b) of the Credit Agreement, the Parent Borrower shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any Intellectual Property owned by such Grantorof its Intellec- tual Property, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting Article 9 Collateral after the Closing Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. (vi) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Borrower shall (i) provide a list of any Registered Intellectual Property constituting Article 9 Collateral owned by of all Grantors not listed previously disclosed to the Collateral Agent, including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and USCO and (ii) execute and file with the USPTO and USCO, as applicable, an Intellectual Property Security Agreement previously delivered to record the grant of the security interest hereunder in such Intellectual Property. As soon as practicable upon each such filing and recording, such Grantor shall deliver to the Administrative AgentCollateral Agent true and correct copies of the relevant documents, together with supplemental Intellectual Property Security Agreements covering all instruments and receipts evidencing such Registered Intellectual Property Collateral duly executed by such Grantors filing and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than Subject to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsclause (iv) below, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than Subject to the extent not prohibited herein or in the Credit Agreementclause (iv) below, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, terminated or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementSubject to clause (iv) below, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps steps, if and as may be determined by such Grantor in its reasonable business judgment, to preserve and protect each item of its Intellectual Property owned by such Grantorthat are not Excluded Assets, including, without limitation, by (i) maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, at least consistent with the quality of the products and services as of the Closing Date, date hereof and (ii) taking reasonable steps necessary to ensure that all its licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain it is desirable in the conduct of its business or no longer used or useful in such Grantor’s business. (v) Within the same delivery period as required for the delivery of the financial statements each quarterly Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, the Lead Borrower shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by consisting of registered Patents, registered Trademarks or registered Copyrights (except for Excluded Assets) of all Grantors not listed in any previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings of an Intellectual Property Security Agreement previously delivered in the USPTO and USCO if and to the Administrative Agent, together with supplemental extent required hereunder. The Grantors shall deliver to the Collateral Agent Intellectual Property Security Agreements covering all for purposes of recording the Security Interest granted hereunder in any such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recordingdisclosed Patents, and shall promptly file and record such supplemental Intellectual Property Security Agreements with Trademarks or Copyrights which are registered with, as applicable, the USPTO or the USCOUSCO (except for Excluded Assets) in, as applicable, the USPTO and the USCO pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, (for the benefit of the Secured Parties).

Intellectual Property Covenants. (i) Other than Subject to the extent not prohibited herein or in the Credit Agreementclause (iv) below, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, not reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright issuance, registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than Subject to the extent not prohibited herein or in the Credit Agreementclause (iv) below, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementSubject to clause (iv) below, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, not reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Notes Document prevents or shall be deemed to prevent any Grantor from abandoning, disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessIndenture. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b3.02(a) of the Credit Agreement, Indenture the Borrower Issuers shall provide a list of any Registered Intellectual Property Collateral owned by additional Material U.S. IP of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Collateral Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except Except to the extent failure to act would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, be reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, steps (including in the USPTO, the USCO and any other governmental authority located in the United StatesStates and including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties) to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Intellectual Property Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except Except as would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, be reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except Except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, be reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorCollateral, including, without limitation, including maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than Subject to the extent not prohibited herein or in the Credit Agreementclause (iv) below, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, not reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright issuance, registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than Subject to the extent not prohibited herein or in the Credit Agreementclause (iv) below, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementSubject to clause (iv) below, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, not reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from abandoning, disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessAgreement. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Borrower Borrowers shall provide a list of any Registered Intellectual Property Collateral owned by additional Material U.S. IP of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each United States Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as to the extent not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking commercially reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted not prohibited by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting Article 9 Collateral after the Closing Date, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. (vi) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Lead Borrower shall (i) provide a list of any Registered U.S. Intellectual Property registrations and applications and exclusive licenses of United States registered Copyrights constituting Article 9 Collateral owned by of all Grantors not listed previously disclosed to the Collateral Agent, including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and USCO and (ii) execute and file with the USPTO and USCO, as applicable, an Intellectual Property Security Agreement previously delivered to record the grant of the security interest hereunder in such Intellectual Property. As soon as practicable upon each such filing and recording, such Grantor shall deliver to the Administrative AgentCollateral Agent true and correct copies of the relevant documents, together with supplemental Intellectual Property Security Agreements covering all instruments and receipts evidencing such Registered Intellectual Property Collateral duly executed by such Grantors filing and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Indenture or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit AgreementIndenture, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may prematurely lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementIndenture, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect enforce each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the material Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Notes Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, expire, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement Indenture if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within 30 days after each March 31 and September 30, (i) the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower Company shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors with the USPTO and USCO not listed previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and USCO and (ii) the applicable Grantor shall execute and deliver to the Collateral Agent an Intellectual Property Security Agreement previously delivered with respect to the Administrative Agent, together with supplemental such Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements have it timely recorded with the USPTO or the USCO, as applicable, and execute, deliver and file any all other agreements, instruments and documents as necessary to evidence the Collateral Agent’s security interest in any such Intellectual Property included in the Collateral.

Intellectual Property Covenants. (i) In the event that any Grantor, either directly or through any agent, employee, licensee or designee, (A) files an application for the registration of (or otherwise becomes the owner of) any Patent, Trademark, Copyright or Copyright License with the USPTO or the USCO or (B) acquires any registration or application for registration of any United States Patent, Trademark, Copyright or Copyright License, such Grantor will, no later than the next date on which a Compliance Certificate is required to be delivered pursuant to Section 5.01(c) of the Credit Agreement (or, if earlier, the date on which such Compliance Certificate is actually delivered to the Collateral Agent) or such later date as to which the Collateral Agent may agree in its reasonable discretion), provide the Collateral Agent written notice thereof, and, upon request of the Collateral Agent, such Grantor shall promptly execute and deliver any and all Intellectual Property Security Agreements as the Collateral Agent may reasonably request to evidence the Collateral Agent’s security interest (for the benefit of the Secured Parties) in such Patent, Trademark, Copyright or Copyright License, and the general intangibles of such Grantor relating thereto or represented thereby (other than, in each case, to the extent constituting Excluded Property). (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, Copyright or Copyright License registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (iiiii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer material, used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iiiiv) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer material, used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Company in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (v) Notwithstanding clauses (i) through (iv) Notwithstanding any other provision of this Agreementabove, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted not prohibited by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessAgreement. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Parent Borrower shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Indentures or with respect to registrations and applications which are no longer used by or useful useful, solely prior to Grantors in the applicable Grantor’s business operationsWorking Capital Notes Termination, or except to the extent failure to act would not, as deemed by the applicable Initial Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Initial Grantor has standing to do so, each Initial Grantor agrees to take, at its expense, all commercially reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority Governmental Authority located in the United States, to pursue the registration and maintenance of each U.S. Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Initial Grantor that are not Initial Collateral Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit AgreementIndentures, or with respect to registrations and applications which are no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Initial Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse EffectEffect and solely prior to the Working Capital Notes Termination, no Initial Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Initial Collateral Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementIndentures and solely prior to the Working Capital Notes Termination, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Initial Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Initial Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Initial Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking commercially reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Collateral Document prevents or shall be deemed to prevent any Initial Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement Indentures or if such Initial Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Prior to the Working Capital Notes Termination, each Initial Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property constituting Article 9 Collateral after the date hereof, (i) the provisions of this Agreement shall automatically apply thereto and (ii) any such Intellectual Property shall automatically become Intellectual Property subject to the terms and conditions of this Agreement. (vi) Within the same delivery period as required for the delivery of the quarterly and annual financial statements required to be delivered under Section 6.01(a) the Indentures and (b) of solely prior to the Credit AgreementWorking Capital Notes Termination, the Borrower Issuer shall (i) provide a list of any Registered U.S. Intellectual Property registrations and applications and exclusive Licenses of United States registered Copyrights constituting Article 9 Collateral owned by of all Initial Grantors not listed previously disclosed to the Collateral Trustee, including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and USCO and (ii) execute and file with the USPTO and USCO, as applicable, an Intellectual Property Security Agreement previously delivered to record the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all grant of the security interest hereunder in such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.Article 9

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Indenture and each Additional Pari Passu Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Indenture and each Additional Pari Passu Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited to the extent permitted herein or in the Credit Indenture and each Additional Pari Passu Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreementclauses (i) through (iii) above, nothing in this Agreement or any other Loan Notes Document or any Additional Pari Passu Agreement prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Indenture and each Additional Pari Passu Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in any of the public domain foregoing actions is desirable in the conduct of its business. (v) Within 60 calendar days after the same delivery period as required for the delivery end of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower each calendar quarter each Grantor shall provide a list of any Registered additional registrations of Intellectual Property of such Grantor not previously disclosed to the Collateral owned by all Grantors not listed Agent including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and the USCO with respect to Intellectual Property Security Agreement previously delivered included in the Article 9 Collateral and file (with a written notification thereof to the Administrative Collateral Agent) at such time the short-form security agreement with respect to such Patents, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements Trademarks or Copyrights with the USPTO or USCO, as applicable, and record such agreements in the USPTO assignment database or USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Parent in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreementclauses (i) through (iii) above, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain is desirable in the conduct of its businessAgreement. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein Except as is otherwise provided in this Agreement or in the Credit Agreement, or with respect to registrations Agreement and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor the extent it has standing to do so, so each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in and with the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Intellectual Property Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited herein Except as is otherwise provided in this Agreement or in the Credit Agreement, Agreement and except to the extent any such act or with respect omission to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as act would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or or, in the case of a trade secret, become publicly known). (iii) Other than Except as excluded or as not prohibited herein is otherwise provided in this Agreement or in the Credit Agreement, or with respect Agreement and except to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where extent failure to do so act would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorCollateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgmentjudg- ment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitationlimi- tation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration regis- tration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminatedter- minated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementAgree- ment, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect pro- tect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality.-15- (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing allow- ing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent ex- tent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Borrower shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such Grantorits Trademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the its Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements annual Compliance Certificate required to be delivered under Section 6.01(a) and (b6.02(a) of the Credit Agreement, Agreement the Borrower shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by all Grantors Grantors, or registered copyrights exclusively licensed to Grantors, not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or and except to the extent failure to act would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Intellectual Property Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorCollateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within 60 days after the same delivery period as required for the delivery end of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower each calendar quarter each Grantor shall provide a list of any Registered additional applications for or registrations of Intellectual Property Collateral owned by all Grantors of such Grantor not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors Grantor to make appropriate filings in the U.S. Patent and in proper form for recording, Trademark Office and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicableU.S. Copyright Office.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Indenture or any other Secured Document or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application now or hereafter included in the Collateral owned by Intellectual Property of such Grantor that are not Excluded Assets. (ii) Other than to the extent not prohibited herein or in the Credit AgreementIndenture or any other Secured Document, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such GrantorProperty, excluding Excluded Assets, may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit AgreementIndenture or any other Secured Document, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Secured Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate terminate, expire or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement Indenture or any Secured Document if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the annual financial statements required with respect to be delivered under the preceding fiscal year pursuant to Section 6.01(a) and (b4.03(a)(1) of the Credit AgreementIndenture and, if the Indenture is no longer in effect, on an annual basis, the Borrower Issuer shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered disclosed to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all Collateral Agent including such Registered Intellectual Property Collateral duly executed by information as is necessary for such Grantors and Grantor to make appropriate filings in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the and USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein Except as is otherwise provided in this Agreement or in the Credit Agreement, or with respect to registrations Agreement and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor the extent it has standing to do so, so each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO USCO, the CIPO and any other governmental authority located in the United StatesStates or Canada, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Intellectual Property Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited herein Except as is otherwise provided in this Agreement or in the Credit Agreement, Agreement and except to the extent any such act or with respect omission to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as act would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or or, in the case of a trade secret, become becomes publicly known). (iii) Other than Except as excluded or as not prohibited herein is otherwise provided in this Agreement or in the Credit Agreement, or with respect Agreement and except to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where extent failure to do so act would not, as deemed by the applicable Grantor Parent Borrower in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such GrantorCollateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing Nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower shall provide a list of any Registered Intellectual Property Collateral owned by all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or the USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited to the extent permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreementclauses (i) through (iii) above, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in any of the public domain foregoing actions is desirable in the conduct of its business. (v) Within 60 calendar days after the same delivery period as required for the delivery end of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower each calendar quarter each Grantor shall provide a list of any Registered additional registrations of Intellectual Property of such Grantor not previously disclosed to the Collateral owned by all Grantors not listed Agent including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and the USCO with respect to Intellectual Property Security Agreement previously delivered included in the Article 9 Collateral and deliver to the Administrative AgentCollateral Agent at such time the short-form security agreement with respect to such Patents, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and Trademarks or Copyrights in proper appropriate form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements filing with the USPTO or USCO, as applicable, and record such agreements in the USPTO assignment database or USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited to the extent permitted herein or in the Credit Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreementclauses (i) through (iii) above, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing Disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that any such disposition of, discontinuance, failure to pursueIntellectual Property is immaterial to, or other allowance to lapseno longer used or useful in, termination, or placement in the public domain is desirable in the conduct of its business. (v) Within At the same delivery period as required for the time of delivery of the financial statements required with respect to be the preceding fiscal year, delivered under pursuant to Section 6.01(a) and (b7.01(a) of the Credit Agreement, the Borrower each Grantor shall provide a list of any Registered additional registrations and applications for Intellectual Property of such Grantor not previously disclosed to the Collateral owned by all Grantors not listed Agent including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and the USCO with respect to Intellectual Property Security Agreement previously delivered included in the Article 9 Collateral and deliver to the Administrative AgentCollateral Agent at such time the short-form security agreement with respect to such Patents, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and Trademarks or Copyrights in proper appropriate form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements filing with the USPTO or USCO, as applicable, and record such agreements in the USPTO assignment database or USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited permitted herein or in the Credit Note Purchase Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property included in the Article 9 Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTOUSPTO Note Purchase Agreement, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the such Article 9 Collateral owned by of such Grantor that are not Excluded AssetsGrantor. (ii) Other than to the extent not prohibited permitted herein or in the Credit Note Purchase Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, included in the Article 9 Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become becomes publicly known). (iii) Other than as excluded or as not prohibited to the extent permitted herein or in the Credit Note Purchase Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect each item of its Intellectual Property owned by such Grantorincluded in the Article 9 Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking all reasonable steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreementclauses (i) through (iii) above, nothing in this Agreement or any other Loan Note Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property included in the Article 9 Collateral to the extent permitted by the Credit Note Purchase Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in any of the public domain foregoing actions is desirable in the conduct of its business. (v) Within 60 calendar days after the same delivery period as required for the delivery end of the financial statements required to be delivered under Section 6.01(a) and (b) of the Credit Agreement, the Borrower each calendar quarter each Grantor shall provide a list of any Registered additional registrations of Intellectual Property of such Grantor not previously disclosed to the Collateral owned by all Grantors not listed Agent including such information as is necessary for such Grantor to make appropriate filings in any the USPTO and the USCO with respect to Intellectual Property Security Agreement previously delivered included in the Article 9 Collateral and file (with a written notification thereof to the Administrative Collateral Agent) at such time the short-form security agreement with respect to such Patents, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements Trademarks or Copyrights with the USPTO or USCO, as applicable, and record such agreements in the USPTO assignment database or USCO, as applicable.

Intellectual Property Covenants. (i) Other than to the extent not prohibited herein or in the Credit Agreement, Loan Agreement or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except to the extent failure to act would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, with respect to each registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application application, now or hereafter included in the Collateral owned Intellectual Property of such Grantor. *** Confidential treatment has been requested for the portions marked by such Grantor that are not Excluded Assets.“***”. The confidential redacted portions have been omitted and filed separately with the Commission (ii) Other than to the extent not prohibited herein or in the Credit Loan Agreement, or with respect to registrations and applications no longer used by or useful to Grantors in the applicable Grantor’s business operationsuseful, or except as would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property owned by such Grantor, excluding Excluded Assets, may prematurely lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known). (iii) Other than as excluded or as not prohibited herein or in the Credit Loan Agreement, or with respect to Patents, Copyrights or Trademarks which are no longer used by or useful to Grantors in the applicable Grantor’s business operations, operations or except where failure to do so would not, as deemed by the applicable Grantor in its reasonable business judgment, reasonably be expected to have a Material Adverse Effect, each Grantor shall take all reasonable steps to preserve and protect enforce each item of its Intellectual Property owned by such GrantorProperty, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks owned by such GrantorTrademarks, consistent with the quality of the products and services as of the Closing Datedate hereof, and taking reasonable steps necessary to ensure that all licensed users of any of the material Trademarks abide by the applicable license’s terms with respect to standards of quality. (iv) Notwithstanding any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, expire, terminate or be put into the public domain, any of its Intellectual Property to the extent any such action or inaction is permitted by the Credit Loan Agreement if such Grantor determines in its reasonable business judgment that such disposition of, discontinuance, failure to pursue, or other allowance to lapse, termination, or placement in the public domain discontinuance is desirable in the conduct of its business. (v) Within the same delivery period as required for the delivery of the financial statements required to be delivered under Section 6.01(a) 30 days after each March 31 and (b) of the Credit AgreementSeptember 30, the Borrower shall provide a list of any Registered additional registrations of Intellectual Property Collateral owned by of all Grantors not listed in any Intellectual Property Security Agreement previously delivered to the Administrative Agent, together with supplemental Intellectual Property Security Agreements covering all such Registered Intellectual Property Collateral duly executed by such Grantors and in proper form for recording, and shall promptly file and record such supplemental Intellectual Property Security Agreements with the USPTO or and USCO not previously disclosed to the Collateral Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and USCO, as applicable.