Common use of Intellectual Property Recording Requirements Clause in Contracts

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications therefor, each Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Patent Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor, each Grantor that is an owner, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Trademark Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee, each Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E hereto (or a supplement thereto) covering all such Copyrights and exclusive Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications therefor, each Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Patent Security Agreement in substantially the form of Exhibit D F hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor, each Grantor that is an owner, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Trademark Security Agreement in substantially the form of Exhibit C E hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee, each Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E G hereto (or a supplement thereto) covering all such Copyrights and exclusive Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent. (d) In the case of any Collateral (whether now owned or hereafter acquired or created) consisting of foreign, international, or multi-national issued/registered Patents, registered Trademarks, registered Copyrights, or any applications for any of the foregoing, each Grantor shall (i) execute, deliver to the Collateral Agent, and record security agreements (or supplements thereto) covering all such Patents, Trademarks, and Copyrights in appropriate form for recordation with the applicable foreign, international, or multi-national registers with respect to the security interest of the Collateral Agent, and (ii) take such additional actions or make such additional filings or recordings as may be necessary or advisable, under the laws of the applicable jurisdiction to ensure the validity, perfection and priority of the security interest of the Collateral Agent; provided, however, that the foregoing requirements shall not apply to those jurisdictions in which the Collateral Agent determines, in its reasonable discretion, that the costs of obtaining such a security interest are excessive in relation to the value of the security to be afforded thereby.

Intellectual Property Recording Requirements. (a) In the case of With respect to any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications thereforconstituting Material Intellectual Property, each Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Patent Security Agreement in substantially the form of Exhibit D G hereto (or a supplement thereto) covering all such U.S. Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentAgent in such U.S. Patents. (b) In the case of With respect to any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and (which includes, without limitation, U.S. Trademarks for which applications thereforare pending that are not excluded under Section 2.2) constituting Material Intellectual Property, each Grantor that is an owner, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Trademark Security Agreement in substantially the form of Exhibit C E hereto (or a supplement thereto) covering all such U.S. Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentAgent in such U.S. Trademarks. (c) In the case of With respect to any Collateral (whether now owned or hereafter acquired) consisting of registered (i) U.S. Copyrights constituting Material Intellectual Property and exclusive (ii) Copyright Licenses in respect of registered U.S. Copyrights constituting Material Intellectual Property, and for which any Grantor is the licensee, each Grantor that is an owner exclusive licensee of such U.S. Copyright or licensee of such exclusive Copyright License Copyrights, Grantor shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E F hereto (or a supplement thereto) covering all such Copyrights and exclusive Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral AgentAgent in such U.S. Copyrights. (d) With respect to Collateral consisting of Patents, Trademarks or Copyrights constituting Material Intellectual Property registered in any foreign country, if an Event of Default shall have occurred and be continuing, Grantor shall promptly execute and deliver to the Collateral Agent any documents reasonably requested by the Collateral Agent and take all actions reasonably requested by the Collateral Agent and necessary to permit the Collateral Agent to record its security interest against such Patents, Trademarks, and Copyrights in the applicable filing office or registry in such foreign country and to create, perfect, preserve and enforce a valid and second priority security interest, subject to any Permitted Liens, in favor of the Collateral Agent in all such foreign-registered Intellectual Property. (e) With respect to Collateral consisting of (i) Patent Licenses of U.S. Patents that constitute Material Intellectual Property, and (ii) Trademark Licenses of U.S. Trademarks that constitute Material Intellectual Property, for which any Grantor is the licensee of such U.S. Patents or U.S. Trademarks, Grantor shall promptly execute and deliver to the Collateral Agent any documents reasonably requested by the Collateral Agent and take all actions reasonably requested by the Collateral Agent as may be necessary to create, perfect, preserve and enforce a valid and second priority security interest, subject to any Permitted Liens, in favor of the Collateral Agent but, in any event excluding actions required to be taken by, or with respect to property owned by, the licensor under any such Patent License or Trademark License.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or existing or hereafter acquired, created, developed or arising) consisting of issued U.S. Patents and applications therefor, each Grantor that is an owner or assignee of such pending U.S. Patent or application applications, the Grantor shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Patent Security Agreement in substantially the form of Exhibit D G hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. United States Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or existing or hereafter acquired, created, developed or arising) consisting of registered U.S. Trademarks and applications therefor, each Grantor that is an owner, assignee or applicant of such pending U.S. Trademark applications, the Grantor shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Trademark Security Agreement in substantially the form of Exhibit C E hereto (or a supplement thereto) covering all such Trademarks Trademarks, in appropriate form for recordation with the U.S. United States Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or existing or hereafter acquired, created, developed or arising) consisting of registered U.S. Copyrights and or pending U.S. Copyright applications, or consisting of exclusive Copyright Licenses that constitute Material Intellectual Property in respect of registered U.S. Copyrights for which any Grantor is the licensee, each the Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E F hereto (or a supplement thereto) covering all such Copyrights Copyright and exclusive Copyright Licenses Licenses, in appropriate form for recordation with the U.S. United States Copyright Office with respect to the security interest of the Collateral Agent. (d) Subject to the timing requirements set forth in the last sentence of this Section 4.3(d) and the proviso to Section 5.10(a) of the Credit Agreement, in the case of any Foreign Intellectual Property, each Grantor shall (i) execute, deliver to the Collateral Agent, and record security agreements (or supplements thereto), covering all such Foreign Intellectual Property in appropriate form for recordation with the applicable foreign, international or multi-national registers, to insure the validity, perfection and priority of the security interests of the Collateral Agent, and (ii) take such additional actions or make such additional filings or recordings as may be necessary or advisable, under the laws of the applicable Foreign Jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent (all such actions being referred to herein collectively as “Foreign IP Perfection Filings”); provided, however, that the foregoing requirements shall not apply with respect to any single Foreign Jurisdiction in which effective Foreign IP Perfection Filings have not been made if the consolidated revenues derived from the operations of the Borrower and its Subsidiaries in such jurisdiction are less than 5% of the consolidated revenues derived from all of the operations of the Borrower and its Subsidiaries for the four Fiscal Quarter period (the “Measurement Period”) ending on the last day of the Fiscal Quarter or Fiscal Year, as the case may be, for which financial statements are required to be delivered pursuant to Section 5.1(b) or 5.1(c), respectively, of the Credit Agreement (the “Due Date”) or if the making of such filings remains subject to the expiration of any grace period therefor contained in this Section 4.3(d) and/or Section 4.5 of this Agreement or Section 5.10(a) of the Credit Agreement; provided further that in no event shall the consolidated revenues for such Measurement Period derived from the operations of the Borrower and its Subsidiaries in all Foreign Jurisdictions in which effective Foreign IP Perfection Filings have not been made exceed 15% of the consolidated revenues of all operations of the Borrower and its Subsidiaries for such Measurement Period (the “Overall Cap”) (unless the making of such filing remains subject to the expiration of any grace period therefor contained in this Section 4.3(d) and/or Section 4.5 of this Agreement or Section 5.10(a) of the Credit Agreement). Subject to the timing and notice requirements set forth in Section 4.5 of this Agreement and the proviso to Section 5.10(a) of the Credit Agreement, the Borrower shall make, and shall cause each other relevant applicable Grantor to make, all such Foreign IP Perfection Filings as may be necessary or advisable under the laws of the respective applicable jurisdictions to insure the validity, perfection and priority of the security interests of the Collateral Agent in all Foreign Intellectual Property of the Grantors registered or issued in (x) the Republic of Germany and the United Kingdom, within 90 days after the date on which such Foreign Intellectual Property is acquired, created, developed or arises (such filings in respect of the Specified German Patents to be made on or prior to the date that is 30 days after the Restatement Date), and (y) such other Foreign Jurisdiction(s) as may be necessary to cause the Overall Cap not to be exceeded, within 90 days after the Due Date for the financial statements in respect of any respective applicable Measurement Period, as the case may be.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents patents and applications thereforpatent applications, each Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Patent Trustee an Intellectual Property Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Patents patents and patent applications in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentTrustee. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks trademark registrations and applications thereforfor registration, each Grantor that is an owner, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Trademark Trustee an Intellectual Property Security Agreement in substantially the form of Exhibit C D hereto (or a supplement thereto) covering all such Trademarks trademark registrations and applications for registration in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentTrustee. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights copyright registrations and exclusive Copyright Licenses in respect of registered U.S. Copyrights Copyright registrations for which any Grantor is the licenseelicensee and which have been recorded in the U.S. Copyright Office, each Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Trustee an Intellectual Property Security Agreement in substantially the form of Exhibit E D hereto (or a supplement thereto) covering all such Copyrights copyright registrations and exclusive Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral AgentTrustee.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquiredacquired or created by any Grantor) consisting of issued U.S. Patents and applications therefor, each upon request of the Term Agent, such Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof shall, without further order from the Bankruptcy Court, execute and deliver to the Collateral Agent Agents a First Lien Patent Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Patents and applications therefor in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest interests of the Collateral AgentAgents; provided, notwithstanding the foregoing, no such Patent Security Agreement shall be required until the date that is forty-five (45) days after the date hereof. (b) In the case of any Collateral (whether now owned or hereafter acquiredacquired or created by any Grantor) consisting of registered U.S. Trademarks and applications therefor, each upon request of the Term Agent, such Grantor that is an ownershall, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof without further order from the Bankruptcy Court, execute and deliver to the Agents a Trademark Security Agreement in substantially the form of Exhibit B hereto (or a supplement thereto) covering such registered U.S. Trademarks and applications therefor in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interests of the Agents provided, notwithstanding the foregoing, no such Trademark Security Agreement shall be required until the date that is forty-five (45) days after the date hereof. (c) In the case of any Collateral Agent (whether now owned or hereafter acquired or created by any Grantor) consisting of registered U.S. Copyrights and Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the exclusive licensee, upon request of the Term Agent, such Grantor shall, without further order from the Bankruptcy Court, execute and deliver to the Agents a First Lien Trademark Copyright Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee, each Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E hereto (or a supplement thereto) covering all such Copyrights and exclusive Copyright Licenses is in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest interests of the Collateral AgentAgents; provided, notwithstanding the foregoing, no such Copyright Security Agreement shall be required until the date that is forty-five (45) days after the date hereof.

Intellectual Property Recording Requirements. (a) In the case of any Collateral Material Intellectual Property (whether now owned or hereafter acquired) consisting of issued U.S. United States Patents and applications therefor, each Patent Licenses in respect of United States Patents for which any Grantor that is an owner or assignee of not a Regulated Subsidiary Guarantor is the licensee and the United States Patents are specifically identified, such U.S. Patent or application Grantor shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent Trustee a First Lien Patent Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Patents and Patent Licenses in appropriate form for recordation with the U.S. Patent and Trademark Office PTO with respect to the security interest of the Collateral AgentTrustee. (b) In the case of any Material Intellectual Property (whether now owned or hereafter acquired) consisting of United States Trademarks and Trademark Licenses in respect of United States Trademarks for which any Grantor that is not a Regulated Subsidiary Guarantor is the licensee and the United States Trademarks are specifically identified, such Grantor shall execute and deliver to the Collateral Trustee a Trademark Security Agreement (or a supplement thereto) covering all such Trademarks and Trademark Licenses in appropriate form for recordation with the PTO with respect to the security interest of the Collateral Trustee. (c) In the case of any Material Intellectual Property (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks United States Copyrights and applications therefor, each Copyright Licenses in respect of United States Copyrights for which any Grantor that is an ownernot a Regulated Subsidiary Guarantor is the licensee and the United States Copyright registrations are specifically identified, assignee or applicant of such U.S. Trademark Grantor shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent Trustee a First Lien Trademark Copyright Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Trademarks Copyright and Copyright Licenses is in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee, each Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E hereto (or a supplement thereto) covering all such Copyrights and exclusive Copyright Licenses in appropriate form for recordation with the U.S. United States Copyright Office with respect to the security interest of the Collateral AgentTrustee.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents patents and pending applications therefor, each Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Patent Security Agreement substantially in substantially the form of Exhibit D C hereto (or and, by no later than 60 days after the end of each fiscal quarter, a supplement thereto) thereto covering all such Patents patents and pending applications therefor (in each case, to the extent not already covered by such previous Patent Security Agreement or supplements thereto) in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks federally registered trademarks and pending applications therefor, each Grantor that is an owner, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Trademark Security Agreement in substantially the form of Exhibit C D hereto (or and, by no later than 60 days after the end of each fiscal quarter, a supplement thereto) thereto covering all such Trademarks trademarks and pending applications therefor (in each case, to the extent not already covered by such previous Trademark Security Agreement or supplements thereto) in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights copyright registrations and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee, each Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E hereto (or and, by no later than 60 days after the end of each fiscal quarter, a supplement thereto) thereto covering all such Copyrights U.S. copyright registrations and exclusive Copyright Licenses (in each case, to the extent not already covered by such previous Copyright Security Agreement or supplements thereto) in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications therefor, each Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof execute and deliver to the Notes Collateral Agent a First Lien Patent Security Agreement in substantially the form of Exhibit D C hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Notes Collateral Agent. With respect to any such Patent Security Agreement executed following the Issue Date, the Grantor shall, and the Issuer shall cause the Grantor to, file such Patent Security Agreement with the U.S. Patent and Trademark Office and deliver a notice of recordation to the Notes Collateral Agent confirming the filing has been made. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor, each Grantor that is an owner, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof execute and deliver to the Notes Collateral Agent a First Lien Trademark Security Agreement in substantially the form of Exhibit C B hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Notes Collateral Agent. With respect to any such Trademark Security Agreement executed following the Issue Date, the Grantor shall, and the Issuer shall cause the Grantor to, file such Trademark Security Agreement with the U.S. Patent and Trademark Office and deliver a notice of recordation to the Notes Collateral Agent confirming the filing has been made. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee, each Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Notes Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E D hereto (or a supplement thereto) covering all such Copyrights and exclusive Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Notes Collateral Agent. With respect to any such Copyright Security Agreement executed following the Issue Date, the Grantor shall, and the Issuer shall cause the Grantor to, file such Copyright Security Agreement with the U.S. Copyright Office and deliver a notice of recordation to the Notes Collateral Agent confirming the filing has been made.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquiredacquired or created) consisting of issued U.S. Patents and applications therefor, each Grantor that is an owner or assignee of such pending U.S. Patent or application applications, Grantor shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Patent Security Agreement in substantially the form of Exhibit D G hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquiredacquired or created) consisting of registered U.S. Trademarks and applications therefor, each Grantor that is an owner, assignee or applicant of such pending U.S. Trademark applications, Grantor shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Trademark Security Agreement in substantially the form of Exhibit C E hereto (or a supplement thereto) covering all such Trademarks Trademarks, in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquiredacquired or created) consisting of registered U.S. Copyrights and or pending U.S. Copyright applications, or consisting of exclusive Copyright Licenses that constitute Material Intellectual Property in respect of registered U.S. Copyrights for which any Grantor is the licensee, each Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E F hereto (or a supplement thereto) covering all such Copyrights Copyright and exclusive Copyright Licenses Licenses, in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent. (d) In the case of any Collateral (whether now owned or hereafter acquired or created) consisting of foreign, international, or multi-national issued/registered Patents, registered Trademarks, registered Copyrights, or any applications for the foregoing, Grantor shall (i) execute, deliver to the Collateral Agent, and record security agreements (or supplement thereto) covering all such Patents, Trademarks, and Copyrights in appropriate form for recordation with the applicable foreign, international, or multi-national registers with respect to the security interest of the Collateral Agent, and (ii) take such additional actions or make such additional filings or recordings as may be necessary or advisable, under the laws of the applicable jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent; provided, however, that the foregoing requirements shall only apply to those jurisdictions in which the Collateral Agent reasonably determines that the benefits of perfection outweigh the time and expense required to perfect the security interest of the Collateral in such jurisdiction (it being agreed and understood that the foregoing requirements applicable as at the Closing Date with respect to the Grantors’ existing foreign, international, or multi-national issued/registered Patents, registered Trademarks, registered Copyrights, or any applications for the foregoing, shall be deemed satisfied to the extent the requirements with respect thereto set forth in the Post Closing Letter are satisfied).

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications therefor, each Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Second Lien Patent Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor, each Grantor that is an owner, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Second Lien Trademark Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee, each Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Second Lien Copyright Security Agreement in substantially the form of Exhibit E hereto (or a supplement thereto) covering all such Copyrights and exclusive Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications thereforowned by any Grantor, each Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Patent Security Agreement in substantially the form of Exhibit D G hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of Trademarks owned by any Grantor and registered in the U.S. Trademarks and applications therefor(or for which an application for registration in the U.S. is pending), each Grantor that is an owner, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Trademark Security Agreement in substantially the form of Exhibit C E hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which owned by any Grantor, Grantor is the licensee, each Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E F hereto (or a supplement thereto) covering all such Copyrights and exclusive Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent. (d) At the written request of the Collateral Agent, the applicable Grantor shall execute and deliver to the Collateral Agent one or more Security Agreements substantially consistent with the applicable forms referred to in this Section 4.3 (or a supplement thereto) covering an Intellectual Property License for which such Grantor is the Licensee of any Material Intellectual Property with respect to the security interest of the Collateral Agent, provided that no such Security Agreement referred to in this Section 4.3(d) shall be filed unless any consent required from the applicable licensor has been obtained by such Grantor. Each Grantor shall use its commercially reasonable efforts to obtain such consent at the request of the Collateral Agent.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications therefor, each Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Patent Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor, except any “intent to use” application for registration of a Trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, each Grantor that is an owner, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Trademark Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee, each Grantor licensee (but only to the extent that is an owner of such U.S. Copyright or licensee of any such exclusive Copyright License constitutes Material Intellectual Property), each Grantor shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E hereto (or a supplement thereto) covering all such Copyrights and Copyright Licenses (but only to the extent that any such exclusive Copyright Licenses License constitutes Material Intellectual Property) in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent. (d) No later than ninety (90) days following the Closing Date (or such later date acceptable to the Collateral Agent), in the case of any Collateral (whether now owned or hereafter acquired) consisting of registered Benelux Trademarks in the name of Tommy Hilfiger Licensing, LLC (the "TH Benelux Registrations") (or, in the event the TH Benelux Registrations are assigned to another Grantor, any Collateral consisting of the registered Benelux Trademarks relating to the business conducted under the TH Benelux Registrations in the name of any such other Grantor), each such Grantor shall execute and deliver to the Collateral Agent a Dutch Law Security Agreement in a form reasonably acceptable to the Collateral Agent covering all such registered Benelux Trademarks in appropriate form for recordation with the Benelux Trademark Register with respect to the security interest of the Collateral Agent.

Intellectual Property Recording Requirements. (a) In the case of With respect to any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications thereforconstituting Material Intellectual Property, each Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Patent Security Agreement in substantially the form of Exhibit D G hereto (or a supplement thereto) covering all such U.S. Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentAgent in such U.S. Patents. (b) In the case of With respect to any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and (which includes, without limitation, U.S. Trademarks for which applications thereforare pending that are not excluded under Section 2.2) constituting Material Intellectual Property, each Grantor that is an owner, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Trademark Security Agreement in substantially the form of Exhibit C E hereto (or a supplement thereto) covering all such U.S. Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral AgentAgent in such U.S. Trademarks. (c) In the case of With respect to any Collateral (whether now owned or hereafter acquired) consisting of registered (i) U.S. Copyrights constituting Material Intellectual Property and exclusive (ii) Copyright Licenses in respect of registered U.S. Copyrights constituting Material Intellectual Property, and for which any Grantor is the licensee, each Grantor that is an owner exclusive licensee of such U.S. Copyright or licensee of such exclusive Copyright License Copyrights, Grantor shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement in substantially the form of Exhibit E F hereto (or a supplement thereto) covering all such Copyrights and exclusive Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral AgentAgent in such U.S. Copyrights. (d) With respect to Collateral consisting of Patents, Trademarks or Copyrights constituting Material Intellectual Property registered in any foreign country, if an Event of Default shall have occurred and be continuing, Grantor shall promptly execute and deliver to the Collateral Agent any documents reasonably requested by the Collateral Agent and take all actions reasonably requested by the Collateral Agent and necessary to permit the Collateral Agent to record its security interest against such Patents, Trademarks, and Copyrights in the applicable filing office or registry in such foreign country and to create, perfect, preserve and enforce a valid and first priority security interest, subject to any Permitted Liens, in favor of the Collateral Agent in all such foreign-registered Intellectual Property. (e) With respect to Collateral consisting of (i) Patent Licenses of U.S. Patents that constitute Material Intellectual Property, and (ii) Trademark Licenses of U.S. Trademarks that constitute Material Intellectual Property, for which any Grantor is the licensee of such U.S. Patents or U.S. Trademarks, Grantor shall promptly execute and deliver to the Collateral Agent any documents reasonably requested by the Collateral Agent and take all actions reasonably requested by the Collateral Agent as may be necessary to create, perfect, preserve and enforce a valid and first priority security interest, subject to any Permitted Liens, in favor of the Collateral Agent but, in any event excluding actions required to be taken by, or with respect to property owned by, the licensor under any such Patent License or Trademark License.

Intellectual Property Recording Requirements. (a) In the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and or applications therefor, each Grantor that is an owner or assignee of such U.S. Patent or application shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Patent Security Agreement patent security agreement in substantially the form of Exhibit D B hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (b) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and or applications therefor, each Grantor that is an owner, assignee or applicant of such U.S. Trademark shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Trademark Security Agreement trademark security agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent. (c) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and or applications therefor or exclusive Copyright Licenses in respect of granted to any Grantor under any registered U.S. Copyrights for which any Grantor is the licenseeor applications therefor, each Grantor that is an owner of such U.S. Copyright or licensee of such exclusive Copyright License shall within 30 days of acquisition thereof execute and deliver to the Collateral Agent a First Lien Copyright Security Agreement copyright security agreement in substantially the form of Exhibit E D hereto (or a supplement thereto) covering all such Copyrights and exclusive Copyright Licenses granted to any Grantor under any registered U.S. Copyrights or applications therefor in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent. (d) In the case of any Collateral (whether now owned or hereafter acquired) consisting of registered, issued or applied-for Patents, Trademarks or Copyrights, in each case that are registered, issued or filed in Mexico, each Grantor shall execute and deliver to the Collateral Agent (i) an Intellectual Property Security Agreement (including any and all copies or counterparts thereof as may be necessary or convenient) substantially in the form of Exhibit E hereto (or a supplement thereto) covering all Mexican Patents and Trademarks, in appropriate form for its recordation with the Mexican Industrial Property Institute (Instituto Mexicano de la Propiedad Industrial) and the Mexican Unified Registry of Moveable Property Collateral (Registro Único de Garantías Mobiliarias), and (ii) a non-possessory pledge agreement (contrato de prenda sin transmission de posesión) covering all present and future benefits and products derived from the exploitation of Mexican Copyrights, duly ratified by the parties thereto before a public attester and registered with the Mexican Unified Registry of Moveable Property Collateral (Registro Único de Garantías Mobiliarias), including any additional terms and conditions that would be legally necessary or advisable to record or perfect a recordable security agreement for the respective local jurisdiction in the applicable state, foreign or multinational entity, agency, office, registry or other Governmental Authority.