Common use of Protection of Administrative Agent’s Security Clause in Contracts

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 Intellectual Property Collateral, such Pledgor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain all Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Intellectual Property Collateral or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Intellectual Property Collateral, (v) 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 any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and (vi) diligently keep adequate records respecting all Intellectual Property Collateral.

Protection of Administrative Agent’s Security. On Except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, on a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon following such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) 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 any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all Intellectual Property Collateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable request therefor, reasonably detailed statements and amended schedules further identifying and describing the United States federal registered and applied for Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Intellectual Property Collateral.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any material adverse determination in any proceeding 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 registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material 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 such 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 any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all Material Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Material Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Material Intellectual Property Collateral as the Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding such Pledgor's claim of ownership in or right to use any of the Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property, such Pledgor’s its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all and protect the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operatedoperated and as contemplated by the Second Lien Term Loan Agreement, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operated and as contemplated by the Second Lien Term Loan Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral or Mortgaged Property, the ability of such Pledgor or the Administrative Agent to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any the Intellectual Property CollateralCollateral or any portion thereof, (v) not license any the 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative 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 the Intellectual Property Collateral as the Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 Intellectual Property Collateral, such Pledgor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either each case except as shall be consistent with such Pledgor’s commercially reasonable business judgment, (ivii) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (viii) 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 Intellectual Property 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 any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, (viiv) diligently keep adequate records respecting all Intellectual Property CollateralCollateral consistent with such Pledgor’s practices in the ordinary course of business and (v) furnish to the Administrative Agent from time to time upon the Administrative 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 Administrative Agent may from time to time reasonably request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding such Pledgor's claim of ownership in or right to use any of the Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property, such Pledgor’s its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all and protect the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operatedoperated and as contemplated by the Third Lien Term Loan Agreement, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operated and as contemplated by the Third Lien Term Loan Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral or Mortgaged Property, the ability of such Pledgor or the Administrative Agent to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any the Intellectual Property CollateralCollateral or any portion thereof, (v) not license any the 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative 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 the Intellectual Property Collateral as the Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 registration and prosecute applications in full force and effect to (excluding, in each case, typical communications in the extent that ordinary course of prosecution, such Intellectual Property Collateral exceeds $1,000,000 as office actions and the like), (ii) maintain consistent with commercially reasonable business judgment, maintain, protect and enforce all material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 to such Pledgor or the rights Administrative Agent’s Lien on and remedies of the Administrative Agent in relation thereto security interest therein, including a levy or threat of levy or any legal process against any material Intellectual Property Collateral, (v) not license any Intellectual Property Collateral Collateral, or otherwise disclose any confidential Technology or source code, other than licenses or under nondisclosure agreements (as applicable) entered into by such Pledgor in, or incidental to, the ordinary course of business, or (vi) 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 any Intellectual Property Collateral to such Pledgor or the Administrative Agent’s Lien on and security interest therein, in the Intellectual Property Collateral created therein hereby and each case, except as shall be consistent with commercially reasonable business judgment, (vivii) diligently keep adequate records respecting all Intellectual Property CollateralCollateral and (viii) furnish to the Administrative Agent from time to time upon the Administrative 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 Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding any Intellectual Property Collateral, such Pledgor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or any Mortgaged Property, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all and protect the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or any Mortgaged Property as presently used and operatedoperated and as contemplated by the Credit Agreement except as shall be consistent with commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or any Mortgaged Property as presently used and operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral or any Mortgaged Property, the ability of such Pledgor or the Administrative Agent to dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including a levy or written threat of levy or any legal process against any such Intellectual Property CollateralCollateral owned or licensed by Pledgor or any portion thereof, (v) not license any the Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of businessbusiness or which is consistent with commercially reasonable business judgment, 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, except as would be consistent with commercially reasonable business judgment, (vi) diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative 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 the Intellectual Property Collateral as the Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any final, non-appealable material adverse determination in any proceeding 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 registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operatedin accordance with the requirements of the Credit Agreement, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material 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 any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, which consent will not unreasonably withheld, or as otherwise permitted by the Credit Agreement (vi) diligently keep adequate records respecting all Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable 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 Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material 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 any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all Material Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable 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 Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor Grantor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding (except in the case of prosecution of patent applications or applications for trademark registration) or the institution of any proceeding in any federalFederal, 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 PledgorGrantor’s right to secure the issuance of or to register such Material Intellectual Property Collateral or its right to keep and maintain such registration issued Material Intellectual Property Collateral in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operatedoperated except as shall be consistent with such Grantor’s commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with such Grantor’s commercially reasonable business judgment, (iv) upon such Pledgor Grantor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may could be reasonably expected to materially and adversely affect the value or utility of any Material Intellectual Property Collateral or the rights and remedies of the Administrative Agent in relation thereto thereto, including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material 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 such 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 any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, (vi) diligently continue to keep adequate records respecting all Intellectual Property CollateralCollateral consistent with past practice and (vii) using the records described in clause (vi) above, furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable 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 Administrative Agent may from time to time reasonably request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, except as shall be consistent with such Pledgor’s commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with such Pledgor’s commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) 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 any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all Material Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative 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 Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 Intellectual Property Collateral, such Pledgor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain maintain, renew and keep in full force and in effect all Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Intellectual Property Collateral or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Intellectual Property Collateral, (v) 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 any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and (vi) diligently keep adequate records respecting all Intellectual Property Collateral.

Protection of Administrative Agent’s Security. On a continuing basis, and except as otherwise permitted by this Agreement or the Credit Agreement, each Pledgor shall, at its sole cost and expense, (i) promptly (and in any event within 30 days) following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (B) the institution of any proceeding or any materially adverse determination in any federal, state or local court or administrative body regarding any Intellectual Property Collateral, such Pledgor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or any Mortgaged Property, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all and protect the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or any Mortgaged Property as presently used and operatedoperated and as contemplated by the Credit Agreement except as shall be consistent with commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or any Mortgaged Property as presently used and operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly (and in any event within 15 days) notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral or any Mortgaged Property, the ability of such Pledgor or the Administrative Agent to dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including a levy or written threat of levy or any legal process against any such Intellectual Property CollateralCollateral owned or licensed by Pledgor or any portion thereof, (v) not license any the Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of businessbusiness or which is consistent with commercially reasonable business judgment, 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, except as would be consistent with commercially reasonable business judgment, (vi) diligently keep adequate records respecting all the Intellectual Property CollateralCollateral as determined by such Pledgor in its commercially reasonable judgment, and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable 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 the Intellectual Property Collateral as the Administrative Agent may from time to time reasonably request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 registration in full force and effect effect, (ii) to the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) required under the Credit Agreement, maintain all Material Intellectual Property Collateral as presently used and operated, (iii) to the extent required under the Credit Agreement, not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) to the extent prohibited under the Credit Agreement, 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 any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative 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 Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding in the offices maintained under the Trade Marks Act (Canada) and the Patent Act (Canada), or any equivalent offices maintained under the laws of any other jurisdiction, with respect to any Patent, Industrial Design, Trademark or Copyright material to the conduct of such Pledgor’s business or (B) the institution of any proceeding or any materially adverse determination in any federal, provincial, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding any Intellectual Property Collateral, such Pledgor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the conduct of such Pledgor’s business, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect effect, (ii) use reasonable efforts to maintain and protect the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain all Intellectual Property Collateral as presently used and operated, material to the conduct of such Pledgor’s business (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the conduct of such Pledgor’s business, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgmentjudgment (provided that such Pledgor shall have exercised reasonable business judgment if, among other things, it deems in good faith that such Intellectual Property Collateral is not material to the conduct of its business), (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the conduct of such Pledgor’s business, the ability of such Pledgor or the Administrative Agent to dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including including, without limitation, a levy or threat of levy or any legal process against any such Intellectual Property CollateralCollateral or any portion thereof, (v) not license any the 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 any Intellectual Property Collateral material to the conduct of such Pledgor’s business or the Lien on and security interest in any such Intellectual Property Collateral intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent (such consent not to be unreasonably withheld), (vi) until the Administrative Agent exercises its rights to make collection, use commercially reasonable efforts to keep adequate records respecting the Intellectual Property Collateral created therein hereby and (vivii) diligently keep adequate records respecting all furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable request therefor detailed statements and amended schedules further identifying and describing the material Intellectual Property CollateralCollateral and such other materials evidencing or reports pertaining to such Intellectual Property Collateral as the Administrative Agent may from time to time request. Nothing in this Agreement prevents any Pledgor from discontinuing the use or maintenance of its Intellectual Property Collateral if such Pledgor determines in good faith that such discontinuance is desirable in the conduct of its business, to the extent permitted by the Credit Agreement.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its us sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or Collateral body regarding such Pledgor's claim of ownership in or right to use any of the Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property, such Pledgor’s its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all and protect the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operatedoperated and as contemplated by the Credit Agreement, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative Collateral proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be he reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the rights use and operation of the Pledged Collateral or Mortgaged Property, the ability of such Pledgor or the Administrative Agent to dispose of the Intellectual Property Collateral or any portion thereof or the tights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any the Intellectual Property CollateralCollateral or any portion thereof, (v) not license any the 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative 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 the Intellectual Property Collateral as the Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding 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 with respect to any Intellectual Property CollateralPatent, Trademark or Copyright material to the conduct of such Pledgor’s business or (B) the institution of any proceeding or any materially adverse determination in any Federal, state or local court or administrative body regarding such Pledgor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the conduct of such Pledgor’s business, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect effect, (ii) use reasonable efforts to maintain and protect the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain all Intellectual Property Collateral as presently used and operatedmaterial to the conduct of such Pledgor’s business, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the conduct of such Pledgor’s business, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgmentjudgment (provided that such Pledgor shall have exercised reasonable business judgment if, among other things, it deems in good faith that such Intellectual Property Collateral is not material to the conduct of its business), (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the conduct of such Pledgor’s business, the ability of such Pledgor or the Administrative Agent to dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any such Intellectual Property CollateralCollateral or any portion thereof, (v) not license any the 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 any Intellectual Property Collateral material to the conduct of such Pledgor’s business or the Lien on and security interest in any such Intellectual Property Collateral intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent (such consent not to be unreasonably withheld), (vi) until the Administrative Agent exercises its rights to make collection, use commercially reasonable efforts to keep adequate records respecting the Intellectual Property Collateral created therein hereby and (vivii) diligently keep adequate records respecting all furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable request therefor detailed statements and amended schedules further identifying and describing the material Intellectual Property CollateralCollateral and such other materials evidencing or reports pertaining to such Intellectual Property Collateral as the Administrative Agent may from time to time request. Nothing in this Agreement prevents any Pledgor from discontinuing the use or maintenance of any of its Intellectual Property Collateral if such Pledgor determines in good faith that such discontinuance is desirable in the conduct of its business to the extent permitted by the Credit Agreement.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (ia) promptly following its becoming aware thereof, notify the Administrative Agent of (i) any materially adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (ii) the institution of any proceeding or any adverse determination in any Federal, state or local court or administrative body regarding any Intellectual Property Collateral, such Pledgor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to effect, (b) maintain and protect the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain all Intellectual material to the use and operation of the Pledged Collateral or Mortgaged Property Collateral as presently used and operatedoperated and as contemplated by the Credit Agreement, (iiic) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgment, (ivd) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral or Mortgaged Property, the ability of such Pledgor or the Administrative Agent to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including including, without limitation, a levy or threat of levy or any legal process against any the Intellectual Property CollateralCollateral or any portion thereof, (ve) not license any the Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of businessbusiness or in connection with the sale of the “Gxxxxx” silver business as contemplated by the Credit Agreement, 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, (vif) until the Administrative Agent exercises its rights to make collection, diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (g) furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable request therefor detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Administrative Agent may from time to time reasonably request. Notwithstanding the foregoing nothing herein shall prevent any Pledgor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreement.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding any Intellectual Property Collateral, such Pledgor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property as a whole, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all and protect the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property as a whole as presently used and operatedoperated and as contemplated by the Credit Agreement except as shall be consistent with commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property as a whole as presently used and operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral or Mortgaged Property as a whole, the ability of such Pledgor or the Administrative Agent to dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including a levy or written threat of levy or any legal process against any such Intellectual Property CollateralCollateral owned or licensed by Pledgor or any portion thereof, (v) not license any the Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of businessbusiness or which is consistent with commercially reasonable business judgment, 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, except as would be consistent with commercially reasonable business judgment, (vi) diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative 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 the Intellectual Property Collateral as the Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor Grantor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding (except in the case of prosecution of patent applications or applications for trademark registration) or the institution of any proceeding in any federalFederal, 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 PledgorGrantor’s right to secure the issuance of or to register such Material Intellectual Property Collateral or its right to keep and maintain such registration issued Material Intellectual Property Collateral in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operatedoperated except as shall be consistent with such Grantor’s commercially reasonable business judgment, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with such Grantor’s commercially reasonable business judgment, (iv) upon such Pledgor Grantor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may could be reasonably expected to materially and adversely affect the value or utility of any Material Intellectual Property Collateral or the rights and remedies of the Administrative Agent in relation thereto thereto, including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material Intellectual Property Collateral 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 such 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 any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, (vi) diligently continue to keep adequate records respecting all Intellectual Property CollateralCollateral consistent with past practice and (vii) using the records described in clause (vi) above, furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable 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 Administrative Agent may from time to time reasonably request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to (other than office actions or other determinations in the extent that such Intellectual Property Collateral exceeds $1,000,000 ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright Office or any foreign counterpart), (ii) maintain all Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any material Intellectual Property CollateralCollateral that is not obsolete or used in services or products sold by such Pledgor, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iviii) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any such Intellectual Property Collateral, (viv) not license any Intellectual Property Collateral or otherwise disclose any confidential Technology or source code other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of businessbusiness or as part of a commercially reasonable licensing strategy, or amend or permit the amendment of any of the licenses Intellectual Property 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 any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent (viv) diligently keep adequate records respecting all Intellectual Property CollateralCollateral and (vi) furnish to the Administrative Agent from time to time upon the Administrative 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 Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or Collateral body regarding such Pledgor's claim of ownership in or right to use any of the Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property, such Pledgor’s its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all and protect the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operatedoperated and as contemplated by the Credit Agreement, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative Collateral proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral or Mortgaged Property, the ability of such Pledgor or the Administrative Agent to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any the Intellectual Property CollateralCollateral or any portion thereof, (v) not license any the 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative 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 the Intellectual Property Collateral as the Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 Intellectual Property Collateral, such Pledgor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either each case except as shall be consistent with such Pledgor’s commercially reasonable business judgment, (ivii) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (viii) 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 Intellectual Property 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 any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, (viiv) diligently keep adequate records respecting all Intellectual Property CollateralCollateral consistent with such Pledgor’s practices in the ordinary course of business and (v) furnish to the Administrative Agent from time to time upon the Administrative Agent’s request therefor reasonably detailed statements and amended schedules further identifying and describing the In- tellectual Property Collateral and such other materials evidencing or reports pertaining to any Intellectual Property Collateral as the Administrative Agent may from time to time reasonably request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding such Pledgor's claim of ownership in or right to use any of the Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property, such Pledgor’s its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all and protect the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operatedoperated and as contemplated by the Credit Agreement, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral or Mortgaged Property, the ability of such Pledgor or the Administrative Agent to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any the Intellectual Property CollateralCollateral or any portion thereof, (v) not license any the 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative 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 the Intellectual Property Collateral as the Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 PTO or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s 's right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 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, and (iv) not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (ivv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (vvi) not license any Intellectual Property Collateral other than non-exclusive licenses entered into by such Pledgor in, or incidental to, the ordinary course of businessbusiness or based upon such Pledgor's reasonable business judgment, 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 any Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, (vivii) diligently keep adequate records respecting all Intellectual Property Collateral, (viii) furnish to the Administrative Agent from time to time upon the Administrative 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 Administrative Agent may from time to time request, (ix) take all actions reasonably necessary to ensure the recordation of appropriate evidence of the Liens and security interest granted hereunder in the Intellectual Property Collateral with any intellectual property registry in which said Intellectual Property Collateral is registered or in which an application for registration is pending including, without limitation, the PTO, the United States Copyright Office and the foreign counterparts of any of the foregoing, (x) appear in and defend any action or proceeding that may affect such Pledgor's title to all or any part of the Material Intellectual Property Collateral and (xi) appear in and defend any action or proceeding that may affect the security interest of the Administrative Agent in the Material Intellectual Property Collateral and the priority thereof, including any attempt to encumber such security interest with a Lien other than Permitted Collateral Liens.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any adverse determination in any proceeding 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 with respect to any Patent, Trademark or Copyright or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding such Pledgor's claim of ownership in or right to use any of the Intellectual Property Collateral, such Pledgor’s its right to register such the Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all and protect the Intellectual Property Collateral necessary for the operation of such Pledgor's business as presently used conducted and operatedas contemplated by the Credit Agreement, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral necessary for the operation of such Pledgor's business as presently conducted and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such the Intellectual Property CollateralCollateral necessary for the operation of such Pledgor's business as presently conducted, in either case except as shall be consistent with commercially reasonable business judgmenteach case, without the consent of the Administrative Agent, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may reasonably be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof necessary for the operation of such Pledgor's business as presently conducted, the ability of such Pledgor or the Administrative Agent to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including thereto, including, without limitation, a levy or threat of levy or any legal process against any the Intellectual Property CollateralCollateral or any portion thereof, (v) not license any the 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, (vi) until the Administrative Agent exercises its rights to make collection, diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Administrative Agent may from time to time reasonably request, all in reasonable detail.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and reasonable expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 Intellectual Property CollateralPatents, Trademarks or Copyrights that are Registered, such Pledgor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all Intellectual Property Collateral as presently used and operated, (iii) not knowingly permit to lapse or become abandoned any Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with such Pledgor’s commercially reasonable business judgment, (iviii) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Intellectual Property Collateral that is material to such Pledgor or its business or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any such Intellectual Property Collateral, (viv) not license any Intellectual Property Collateral Patents, Trademarks or Copyrights 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 Intellectual Property Licenses that is material to such Pledgor or its business 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 any such Intellectual Property Collateral or the Lien on and security interest in the such Intellectual Property Collateral created therein hereby hereby, without the consent of the Administrative Agent, and (viv) diligently keep reasonably adequate records respecting all Patents, Trademarks and Copyrights that are Registered. Each Pledgor agrees not to abandon any Intellectual Property Collateral, except as permitted under the Credit Agreement.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and reasonable expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain in its commercially reasonable judgment and except as permitted by Section 8.2.7 of the Credit Agreement all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with such Pledgor’s commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material 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 any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby hereby, without the consent of the Administrative Agent, and (vi) diligently keep adequate records respecting all Material Intellectual Property Collateral.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding 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 with respect to any Patent, Trademark or Copyright material to the conduct of such Pledgor's business or (B) the institution of any proceeding or any materially adverse determination in any Federal, state or local court or administrative body regarding such Pledgor's claim of ownership in or right to use any of the Intellectual Property Collateral, Collateral material to the conduct of such Pledgor’s 's business, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect effect, (ii) use reasonable efforts to maintain and protect the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain all Intellectual Property Collateral as presently used and operatedmaterial to the conduct of such Pledgor's business, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the conduct of such Pledgor's business, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgmentjudgment (provided that such Pledgor shall have exercised reasonable business judgment if, among other things, it deems in good faith that such Intellectual Property Collateral is not material to the conduct of its business), (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the conduct of such Pledgor's business, the ability of such Pledgor or the Administrative Agent to dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any such Intellectual Property CollateralCollateral or any portion thereof, (v) not license any the 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 any Intellectual Property Collateral material to the conduct of such Pledgor's business or the Lien on and security interest in any such Intellectual Property Collateral intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent (such consent not to be unreasonably withheld), (vi) until the Administrative Agent exercises its rights to make collection, use commercially reasonable efforts to keep adequate records respecting the Intellectual Property Collateral created therein hereby and (vivii) diligently keep adequate records respecting all furnish to the Administrative Agent from time to time upon the Administrative Agent's reasonable request therefor detailed statements and amended schedules further identifying and describing the material Intellectual Property CollateralCollateral and such other materials evidencing or reports pertaining to such Intellectual Property Collateral as the Administrative Agent may from time to time request. Nothing in this Agreement prevents any Pledgor from discontinuing the use or maintenance of any of its Intellectual Property Collateral if such Pledgor determines in good faith that such discontinuance is desirable in the conduct of its business to the extent permitted by the Credit Agreement.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any materially adverse determination in any proceeding in the offices maintained under the Trade Marks Act (Canada) and the Patent Act (Canada), or any equivalent offices maintained under the laws of any other jurisdiction, with respect to any Patent, Industrial Design, Trademark or Copyright material to the conduct of such Pledgor's business or (B) the institution of any proceeding or any materially adverse determination in any federal, provincial, state or local court or administrative body regarding such Pledgor's claim of ownership in or in right to use any of the United States Patent and Trademark Office or the United States Copyright Office regarding any Intellectual Property Collateral, Collateral material to the conduct of such Pledgor’s 's business, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect effect, (ii) use reasonable efforts to maintain and protect the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain all Intellectual Property Collateral as presently used and operated, material to the conduct of such Pledgor's business (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the conduct of such Pledgor's business, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgmentjudgment (provided that such Pledgor shall have exercised reasonable business judgment if, among other things, it deems in good faith that such Intellectual Property Collateral is not material to the conduct of its business), (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the conduct of such Pledgor's business, the ability of such Pledgor or the Administrative Agent to dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including including, without limitation, a levy or threat of levy or any legal process against any such Intellectual Property CollateralCollateral or any portion thereof, (v) not license any the 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 any Intellectual Property Collateral material to the conduct of such Pledgor's business or the Lien on and security interest in any such Intellectual Property Collateral intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent (such consent not to be unreasonably withheld), (vi) until the Administrative Agent exercises its rights to make collection, use commercially reasonable efforts to keep adequate records respecting the Intellectual Property Collateral created therein hereby and (vivii) diligently keep adequate records respecting all furnish to the Administrative Agent from time to time upon the Administrative Agent's reasonable request therefor detailed statements and amended schedules further identifying and describing the material Intellectual Property CollateralCollateral and such other materials evidencing or reports pertaining to such Intellectual Property Collateral as the Administrative Agent may from time to time request. Nothing in this Agreement prevents any Pledgor from discontinuing the use or maintenance of its Intellectual Property Collateral if such Pledgor determines in good faith that such discontinuance is desirable in the conduct of its business, to the extent permitted by the Credit Agreement.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any adverse determination in any proceeding in the United States Patent and Trademark Office or the Untied States Copyright Office with respect to any Patent, Trademark or Copyright or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or administrative body regarding such Pledgor's claim of ownership in or in right to use any of the United States Patent and Trademark Office or the United States Copyright Office regarding any Intellectual Property Collateral, such Pledgor’s its right to register such the Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all and protect the Intellectual Property Collateral as presently used and operatednecessary for the operation of such Pledgor's business, (iii) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral necessary for the operation of such Pledgor's business, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such the Intellectual Property CollateralCollateral necessary for the operation of such Pledgor's business, in either case except as shall be consistent with commercially reasonable business judgmenteach case, without the consent of the Administrative Agent, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may reasonably be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof necessary for the operation of such Pledgor's business, the ability of such Pledgor or the Administrative Agent to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including thereto, including, without limitation, a levy or threat of levy or any legal process against any the Intellectual Property CollateralCollateral or any portion thereof, (v) not license any the 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, (vi) until the Administrative Agent exercises its rights to make collection, diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Administrative Agent may from time to time reasonably request, all in reasonable detail.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor Grantor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any adverse determination in any proceeding 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 PledgorGrantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor Grantor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material Intellectual Property Collateral other than licenses entered into by such Pledgor Grantor 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 any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all Material Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agent’s request therefor reasonably detailed statements and amended schedules further identifying and describing the Material Intellectual Property Collateral and such other Form of Security Agreement materials evidencing or reports pertaining to any Material Intellectual Property Collateral as the Administrative Agent may from time to time request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any material adverse determination in any proceeding 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 registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative 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 rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material 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 such 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 any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby and hereby, without the consent of the Administrative Agent (which consent shall not be unreasonably withheld), (vi) diligently keep adequate records respecting all Material Intellectual Property CollateralCollateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Material Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Material Intellectual Property Collateral as the Administrative Agent may from time to time reasonably request.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (ia) promptly following its becoming aware thereof, notify the Administrative Agent of (i) any materially adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (ii) the institution of any proceeding or any adverse determination in any Federal, state or local court or administrative body regarding any Intellectual Property Collateral, such Pledgor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to effect, (b) maintain and protect the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain all Intellectual material to the use and operation of the Pledged Collateral or Mortgaged Property Collateral as presently used and operatedoperated and as contemplated by the Credit Agreement, (iiic) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgment, (ivd) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral or Mortgaged Property, the ability of such Pledgor or the Administrative Agent to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including including, without limitation, a levy or threat of levy or any legal process against any the Intellectual Property CollateralCollateral or any portion thereof, (ve) not license any the Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of businessbusiness or in connection with the sale of the “Xxxxxx” silver business as contemplated by the Credit Agreement, 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, (vif) until the Administrative Agent exercises its rights to make collection, diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (g) furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable request therefor detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Administrative Agent may from time to time reasonably request. Notwithstanding the foregoing nothing herein shall prevent any Pledgor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreement.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (ia) promptly following its becoming aware thereof, notify the Administrative Agent of (i) any materially adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (ii) the institution of any proceeding or any adverse determination in any Federal, state or local court or administrative body regarding any Intellectual Property Collateral, such Pledgor’s claim of ownership in or right to use any of the Intellectual Property Collateral material to the use and operation of the Pledged Collateral or Mortgaged Property, its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to effect, (b) maintain and protect the extent that such Intellectual Property Collateral exceeds $1,000,000 (ii) maintain all Intellectual material to the use and operation of the Pledged Collateral or Mortgaged Property Collateral as presently used and operatedoperated and as contemplated by the Credit Agreement, (iiic) not permit to lapse or become abandoned any Intellectual Property CollateralCollateral material to the use and operation of the Pledged Collateral or Mortgaged Property as presently used and operated and as contemplated by the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Intellectual Property Collateral, in either each case except as shall be consistent with commercially reasonable business judgment, (ivd) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any the Intellectual Property Collateral or any portion thereof material to the use and operation of the Pledged Collateral or Mortgaged Property, the ability of such Pledgor or the Administrative Agent to dispose of the Intellectual Property Collateral or any portion thereof or the rights and remedies of the Administrative Agent in relation thereto including including, without limitation, a levy or threat of levy or any legal process against any the Intellectual Property CollateralCollateral or any portion thereof, (ve) not license any the 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 any the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby and intended to be granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, (vif) until the Administrative Agent exercises its rights to make collection, diligently keep adequate records respecting all the Intellectual Property CollateralCollateral and (g) furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable request therefor detailed statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Administrative Agent may from time to time reasonably request. Notwithstanding the foregoing nothing herein shall prevent any Pledgor from selling, disposing of or otherwise using any Intellectual Property Collateral as permitted under the Credit Agreement.

Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of (A) any material adverse determination in any proceeding 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 with respect to any material Patent, Trademark or Copyright or (B) the institution of any proceeding or any adverse determination in any federal, state or local court or other Governmental Authority regarding such Pledgor's claim of ownership in or right to use any of the material Intellectual Property Collateral, such Pledgor’s its right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect to the extent that such Intellectual Property Collateral exceeds $1,000,000 effect, (ii) maintain all and protect the material Intellectual Property Collateral as presently used and operatednecessary for the operation of such Pledgor's business, (iii) not permit to lapse or become abandoned abandoned, lost or dedicated to the public any Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any Collateral necessary for the operation of such Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgmentPledgor's business, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Intellectual Property Collateral or the rights and remedies of the Administrative Agent in relation thereto including a levy or threat of levy or any legal process against any Intellectual Property Collateral, (v) not license any the material 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 any the Intellectual Property Collateral or the Lien (in either case when viewed in the aggregate) on and security interest in the Intellectual Property Collateral created therein hereby and granted to the Administrative Agent for the benefit of the Secured Parties, without the consent of the Administrative Agent, (viv) until the Administrative Agent exercises its rights to make collection, diligently keep adequate records respecting all the material Intellectual Property CollateralCollateral in a manner and to the extent such records are customarily maintained by Pledgor in the ordinary course of business, and (vi) furnish to the Administrative Agent from time to time statements and amended schedules further identifying and describing the Intellectual Property Collateral and such other materials evidencing or reports pertaining to the Intellectual Property Collateral as the Administrative Agent may from time to time reasonably request, all in reasonable detail.