Common use of Protection and Maintenance of Intellectual Property Collateral Clause in Contracts

Protection and Maintenance of Intellectual Property Collateral. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) within thirty (30) days of its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding (not including office or other matters in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office or any foreign counterpart) or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such Material Intellectual Property Collateral in full force and effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, except as shall be consistent with commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, (iv) take action to prosecute infringers and violators of Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any Material Intellectual Property Collateral, in each case, except as shall be consistent with commercially reasonable business judgment, (v) not license (a) any Material Intellectual Property Collateral in a manner that would materially impair the value of such Material Intellectual Property Collateral or (b) any Intellectual Property Collateral in a manner that impairs the Lien on and security interest in the Intellectual Property Collateral created hereby, in each case without the consent of the Collateral Agent, (vi) diligently keep adequate records respecting all Intellectual Property Collateral, (vii) without limiting the Collateral Agent’s rights and each Pledgor’s obligations under Section 6.3 below, furnish to the Collateral Agent from time to time upon the Collateral Agent’s request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Intellectual Property Collateral as the Collateral Agent may from time to time request, (viii) make commercially reasonable efforts to require the use of statutory notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with the use of Patents (including the removal of expired patents from being marked on the Pledgor’s products), and appropriate notice of Copyright in connection with the publication of material subject to Copyrights and (ix) maintain the level of quality of products sold and services rendered under any Trademarks owned by such Pledgor at a level at least consistent with the quality of such products and services as of the date hereof to the extent consistent with reasonable business judgment, and adequately control the quality of goods an services offered by any licensees of its Trademarks to maintain such standards.

Protection and Maintenance of Intellectual Property Collateral. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) within thirty (30) days of promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding (not including office or other matters in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office or any foreign counterpart) or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such Material Intellectual Property Collateral in full force and effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, except as shall be consistent with commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, (iv) take action to prosecute infringers and violators of Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any Material Intellectual Property Collateral, in each case, except as shall be consistent with commercially reasonable business judgment, (v) not license (a) upon such Pledgor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Material Intellectual Property Collateral, or the value or utility of the Intellectual Property of the Pledgors, taken as a whole, or the rights and remedies of the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (vi) not license any Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of such Material any Intellectual Property Collateral or (b) any Intellectual Property Collateral in a manner that impairs the Lien on and security interest in the Intellectual Property Collateral created therein hereby, in each case without the consent of the Collateral Agent, (vivii) diligently keep adequate records respecting all Intellectual Property Collateral, (viiviii) without limiting the Collateral Agent’s rights and each Pledgor’s obligations under Section 6.3 below, furnish to the Collateral Agent from time to time upon the Collateral Agent’s request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Intellectual Property Collateral as the Collateral Agent may from time to time request, (viiiix) make commercially reasonable efforts to require the use of statutory notice of registration in connection with its use of registered Trademarks, proper prior marking practices in connection with the use of Patents (including the removal of expired patents from being marked on the Pledgor’s products)Patents, and appropriate notice of Copyright in connection with the publication of material subject to Copyrights and (ixx) maintain the level of quality of products sold and services rendered under any Trademarks owned by such Pledgor at a level at least consistent with the quality of such products and services as of the date hereof to the extent consistent with reasonable business judgmenthereof, and adequately control the quality of goods an services offered by any licensees of its Trademarks to maintain such standards.

Protection and Maintenance of Intellectual Property Collateral. On a continuing basis, each Pledgor Grantor shall, at its sole cost and expense, : (ia) within thirty (30) days of promptly following its becoming aware thereof, notify the Collateral Agent of (i) the institution of any proceeding in any court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office or any foreign counterpart, or any adverse determination in any such proceeding (not including other than office actions or other matters determinations in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office or any foreign counterpart), regarding the validity or enforceability of any material Intellectual Property included in the Collateral, or such Grantor’s right to register, own or use such material Intellectual Property; or (ii) any event which may be reasonably expected to materially and adversely affect the value of any material Intellectual Property included in the Collateral or the institution Intellectual Property of any proceeding the Grantors, taken as a whole, or the rights and remedies of the Collateral Agent in any federalrelation thereto; (b) all reasonable steps, state or local court or administrative body or including in the United States Patent and Trademark Office or Office, the United States Copyright Office regarding and any Material other governmental authority located in the United States, or any similar office in any state or other country or any political subdivision thereof, to maintain the validity and enforceability of any material registered Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral (or its right to keep and maintain such Material Intellectual Property applications therefor) included in the Collateral in full force and effect, (ii) maintain all Material and not permit to become abandoned, dedicated to the public, or permitted to lapse any material Intellectual Property Collateral as presently used and operatedincluded in the Collateral, except as shall be consistent with permitted by the Credit Agreement; (c) pursue the registration and maintenance of each material Patent, Trademark, or Copyright registration or application of such Grantor included in the Collateral, including the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or other governmental authorities in the United States (or any similar office in any other country or any political subdivision thereof), the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings; (d) take commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, (iv) take action to prosecute infringers infringements, dilutions and violators other violations of Material material Intellectual Property included in the Collateral, including commencement of a suit, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any Material Intellectual Property included in the Collateral, in each case, except as shall be consistent with commercially reasonable business judgment, ; (ve) not license (a) any Material Intellectual Property Collateral included in the Collateral, except as permitted by the Credit Agreement, or consent to amend any material Intellectual Property License in a manner that materially and adversely affects the right of such Grantor to receive payments thereunder, or in any manner that would materially impair the value of such Material Intellectual Property Collateral or (b) any Intellectual Property Collateral in a manner that impairs the Lien on and security interest in on the Intellectual Property included in the Collateral created hereby; (f) take all reasonable and necessary steps to maintain and preserve the benefit of each material Trademark License, Copyright License and Patent License to the extent that the use of such Intellectual Property would be reasonably necessary in each case without the consent of connection with the Collateral Agent, ’s enforcement of any of its remedies under the Loan Documents; (vi) diligently keep adequate records respecting all Intellectual Property Collateral, (viig) without limiting the Collateral Agent’s rights and each PledgorGrantor’s obligations under Section 6.3 6.7 below, furnish to the Collateral Agent from time to time upon the Collateral Agent’s request therefor but, in the case of all Intellectual Property other than U.S. registered Copyrights, not more often than once each quarter and in the case of U.S. registered Copyrights, not more than once each month, reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property included in the Collateral and such other materials evidencing or reports pertaining to any Intellectual Property included in the Collateral as the Collateral Agent may from time to time reasonably request, ; (viiih) make commercially reasonable efforts to require the use of statutory proper notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with the use of Patents (including the removal of expired patents from being marked on the Pledgor’s products)Trademarks and Patents, and appropriate notice of Copyright in connection with the publication of material subject Copyrights, in each case, to Copyrights and the extent required under applicable law; and (ixi) maintain the level of quality of products sold and services rendered under any material Trademarks owned by such Pledgor Grantor at a level at least consistent with the quality of such products and services as of the date hereof to the extent consistent with reasonable business judgmenthereof, and adequately control the quality of goods an and services offered by any licensees of its material Trademarks to maintain such standards.

Protection and Maintenance of Intellectual Property Collateral. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) within thirty (30) days of promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding (not including office or other matters in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office or any foreign counterpart) or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such Material Intellectual Property Collateral in full force and effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, except as shall be consistent with commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, (iv) take action to prosecute infringers and violators of Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any Material Intellectual Property Collateral, in each case, except as shall be consistent with commercially reasonable business judgment, (v) not license (a) upon such Pledgor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Material Intellectual Property Collateral, or the value or utility of the Intellectual Property of the Pledgors, taken as a whole, or the rights and remedies of the Collateral Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (vi) not license any Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of such Material any Intellectual Property Collateral or (b) any Intellectual Property Collateral in a manner that impairs the Lien on and security interest in the Intellectual Property Collateral created therein hereby, in each case without the consent of the Collateral Agent, (vivii) diligently keep adequate records respecting all Intellectual Property Collateral, (viiviii) without limiting the Collateral Agent’s rights and each Pledgor’s obligations under Section 6.3 below, furnish to the Collateral Agent from time to time upon the Collateral Agent’s request therefor reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Intellectual Property Collateral as the Collateral Agent may from time to time request, (viiiix) make commercially reasonable efforts to require the use of statutory notice of registration in connection with its use of registered Trademarks, proper prior marking practices in connection with the use of Patents (including the removal of expired patents from being marked on the Pledgor’s products)Patents, and appropriate notice of Copyright in connection with the publication of material subject to Copyrights and (ixx) maintain the level of quality of products sold and services rendered under any Trademarks owned by such Pledgor at a level at least consistent with the quality of such products and services as of the date hereof to the extent consistent with reasonable business judgmenthereof, and adequately control the quality of goods an services offered by any licensees licensces of its Trademarks to maintain such standards.

Protection and Maintenance of Intellectual Property Collateral. On a continuing basis, each Pledgor Grantor shall, at its sole cost and expense, : (ia) within thirty (30) days of promptly following its becoming aware thereof, notify the Control Co-Collateral Agent of (i) the institution of any proceeding in any court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office or any foreign counterpart, or any adverse determination in any such proceeding (not including other than office actions or other matters determinations in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office or any foreign counterpart), regarding the validity or enforceability of any material Intellectual Property included in the Collateral, or such Grantor’s right to register, own or use such material Intellectual Property; or (ii) any event which may be reasonably expected to materially and adversely affect the value of any material Intellectual Property included in the Collateral or the institution Intellectual Property of any proceeding the Grantors, taken as a whole, or the rights and remedies of the Co-Collateral Agents in any federalrelation thereto; (b) all reasonable steps, state or local court or administrative body or including in the United States Patent and Trademark Office or Office, the United States Copyright Office regarding and any Material other governmental authority located in the United States, or any similar office in any state or other country or any political subdivision thereof, to maintain the validity and enforceability of any material registered Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral (or its right to keep and maintain such Material Intellectual Property applications therefor) included in the Collateral in full force and effect, (ii) maintain all Material and not permit to become abandoned, dedicated to the public, or permitted to lapse any material Intellectual Property Collateral as presently used and operatedincluded in the Collateral, except as shall be consistent with permitted by the Credit Agreement; (c) pursue the registration and maintenance of each material Patent, Trademark, or Copyright registration or application of such Grantor included in the Collateral, including the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or other governmental authorities in the United States (or any similar office in any other country or any political subdivision thereof), the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings; (d) take commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, (iv) take action to prosecute infringers infringements, dilutions and violators other violations of Material material Intellectual Property included in the Collateral, including commencement of a suit, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any Material Intellectual Property included in the Collateral, in each case, except as shall be consistent with commercially reasonable business judgment, ; (ve) not license (a) any Material Intellectual Property Collateral included in the Collateral, except as permitted by the Credit Agreement, or consent to amend any Intellectual Property License in a manner that materially and adversely affects the right of such Grantor to receive payments thereunder, or in any manner that would materially impair the value of such Material Intellectual Property Collateral or (b) any Intellectual Property Collateral in a manner that impairs the Lien on and security interest in on the Intellectual Property included in the Collateral created hereby; (f) take all reasonable and necessary steps to maintain and preserve the benefit of each Trademark License, in each case without Copyright License and Patent License to the consent extent that the use of the Collateral Agent, (vi) diligently keep adequate records respecting all such Intellectual Property Collateral, would be reasonably necessary in connection with the Co-Collateral Agents’ enforcement of any of its remedies under the Loan Documents; (viig) without limiting the Co-Collateral Agent’s Agents’ rights and each PledgorGrantor’s obligations under Section 6.3 6.7 below, furnish to the Co-Collateral Agent Agents from time to time upon the either Co-Collateral Agent’s request therefor but, in the case of all Intellectual Property other than U.S. registered Copyrights, not more often than once each quarter and in the case of U.S. registered Copyrights, not more often than once each month, reasonably detailed statements and amended schedules further identifying and describing the Intellectual Property included in the Collateral and such other materials evidencing or reports pertaining to any Intellectual Property included in the Collateral as the either Co-Collateral Agent may from time to time reasonably request, ; (viiih) make commercially reasonable efforts to require the use of statutory proper notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with the use of Patents (including the removal of expired patents from being marked on the Pledgor’s products)Trademarks and Patents, and appropriate notice of Copyright in connection with the publication of material subject Copyrights, in each case, to Copyrights and the extent required under applicable law; and (ixi) maintain the level of quality of products sold and services rendered under any material Trademarks owned by such Pledgor Grantor at a level at least consistent with the quality of such products and services as of the date hereof to the extent consistent with reasonable business judgmenthereof, and adequately control the quality of goods an and services offered by any licensees of its material Trademarks to maintain such standards.