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

Protection of Collateral Agent’s Security. On a continuing basis, each Pledgor shall, at its own expense and cost, preserve and protect each item of the Intellectual Property Collateral in accordance with sound business judgment. Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement: (a) Pledgor shall take all necessary steps, including, without limitation, in the United States Patent and Trademark Office, the United States Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of each material item of the material Intellectual Property Collateral and maintain such material Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each material patent, patent application, trademark, or copyright registration or application, now or hereafter included in such material Intellectual Property Collateral of such Pledgor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. (b) No Pledgor shall (upon the occurrence and continuance of an Event of Default, without the written consent of the Collateral Agent) discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to file an application for any patent, trademark, or copyright, unless such Pledgor shall have previously determined that such use or the pursuit or maintenance of such material Intellectual Property Collateral is no longer desirable in the conduct of such Pledgor’s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, in which case, such Pledgor will give prompt notice of any such abandonment to the Collateral Agent. (c) No Pledgor shall do or permit any act or knowingly omit to do any act whereby any material item of the material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Each Pledgor agrees promptly to notify the Collateral Agent if such Pledgor becomes aware (i) that any material item of the material Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Pledgor’s ownership of any material item of the material Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any material item of the material Intellectual Property Collateral. (e) Each Pledgor shall diligently maintain all records, including original certificates, source materials and other documents, regarding the material Intellectual Property Collateral. Each Pledgor shall use proper statutory notice in connection with its use of each item of its material Intellectual Property Collateral consistent with its past practice. (f) Each Pledgor shall take all steps to maintain the quality of any and all products or services used or provided under any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and take all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (g) No Pledgor may settle or otherwise compromise any pending or future litigation, proceeding or dispute without prior consultation with (upon the occurrence and continuance of an Event of Default, prior consent of) the Collateral Agent.

Protection of Collateral Agent’s Security. On (a) Except to the extent that failure to act could not reasonably be expected to have a continuing basisMaterial Adverse Effect, with respect to any registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Pledgor shallGrantor agrees to take, at its own expense and costexpense, preserve and protect each item of the Intellectual Property Collateral in accordance with sound business judgment. Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement: (a) Pledgor shall take all necessary reasonable steps, including, without limitation, in the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office and any other governmental authorityauthority located in the United States or with any similar offices in any other country, to (i) maintain the validity and enforceability of each any material item of the material registered Intellectual Property Collateral and maintain such material Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each material patentPatent, patent application, trademarkTrademark, or copyright Copyright registration or application, now or hereafter included in such material Intellectual Property Collateral of such PledgorGrantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office or other governmental authoritiesauthorities or any similar offices in any other country, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation Infringement proceedings. (b) No Pledgor shall (upon Except to the occurrence and continuance of an Event of Default, without the written consent of the Collateral Agent) discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right extent that failure to file an application for any patent, trademark, or copyright, unless such Pledgor shall have previously determined that such use or the pursuit or maintenance of such material Intellectual Property Collateral is no longer desirable in the conduct of such Pledgor’s business and that the loss thereof would act could not reasonably be reasonably likely expected to have a Material Adverse Effect, in which case, such Pledgor will give prompt notice of any such abandonment to the Collateral Agent. (c) No Pledgor no Grantor shall do or permit any act or knowingly omit to do any act whereby any material item of the its material Intellectual Property Collateral may lapse prematurely lapse, be terminated, or become invalid or unenforceable or placed in the public domaindomain (or in case of a trade secret, become publicly known). (dc) Each Pledgor agrees promptly Except to notify the Collateral Agent if such Pledgor becomes aware (i) extent that any material item of the material Intellectual Property Collateral may failure to act could not reasonably be expected to have become abandoneda Material Adverse Effect, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Pledgor’s ownership of any material item of the material Intellectual Property Collateral or its right each Grantor shall take all reasonable steps to register the same or to keep preserve and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any material item of the material Intellectual Property Collateral. (e) Each Pledgor shall diligently maintain all records, including original certificates, source materials and other documents, regarding the material Intellectual Property Collateral. Each Pledgor shall use proper statutory notice in connection with its use of protect each item of its material Intellectual Property Collateral consistent with its past practice. (f) Each Pledgor shall take all steps to maintain Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided under in connection with any of the material Trademarks, consistent with the quality of the products and services as of the date hereof, and take taking all reasonable steps necessary to ensure that all licensed users of any of the material Trademarks use such consistent abide by the applicable license’s terms with respect to the standards of quality. (gd) No Pledgor may settle Each Grantor agrees that, should it obtain an ownership or otherwise compromise other interest in any pending or future litigation, proceeding or dispute without prior consultation with Intellectual Property Collateral after the Issue Date (upon the occurrence and continuance of an Event of Default, prior consent ofi) the provisions of this Agreement shall automatically apply thereto, and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral Agentsubject to the terms and conditions of this Agreement with respect thereto. (e) Subject to the requirements and exclusions of Section 3.01, on December 31 of every fiscal year of the Company, each Grantor shall sign and deliver to the Collateral Agent an appropriate Security Agreement Supplement or related Grant of Security Interest sub- stantially in the form of Exhibits A, C, D and E, as applicable, with respect to all such registered or applied for Intellectual Property owned or exclusively licensed by it as licensee as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Security Agreement Supplement (or Grant of Security Interests) so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Collateral Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office. (f) Notwithstanding the foregoing provisions of this Section 4.02 or elsewhere in this Agreement, nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, causing or permitting expiration, lapse or abandonment, or failing to renew any applications or registrations of any of its Intellectual Property Collateral to the extent not prohibited by the Indenture or any other Senior Secured Notes Document if such Grantor determines in its reasonable business judgment that such actions are desirable in the conduct of its business.

Protection of Collateral Agent’s Security. On (a) Except to the extent failure to act could not reasonably be expected to have a continuing basisMaterial Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Pledgor shallGrantor agrees to take, at its own expense and costexpense, preserve and protect each item of the Intellectual Property Collateral in accordance with sound business judgment. Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement: (a) Pledgor shall take all necessary steps, including, without limitation, in the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office and any other governmental authorityauthority located in the United States, to (i) maintain the validity and enforceability of each material item of the material any registered Intellectual Property Collateral and maintain such material Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each material patentPatent, patent application, trademarkTrademark, or copyright Copyright registration or application, now or hereafter included in such material Intellectual Property Collateral of such PledgorGrantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of or the United States U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. (b) No Pledgor shall (upon the occurrence and continuance of an Event of Default, without the written consent of the Collateral Agent) discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right Except where failure to file an application for any patent, trademark, or copyright, unless such Pledgor shall have previously determined that such use or the pursuit or maintenance of such material Intellectual Property Collateral is no longer desirable in the conduct of such Pledgor’s business and that the loss thereof would do so could not reasonably be reasonably likely expected to have a Material Adverse Effect, in which case, such Pledgor will give prompt notice of any such abandonment each Grantor shall take all steps to the Collateral Agent. (c) No Pledgor shall do or permit any act or knowingly omit to do any act whereby any material preserve and protect each item of the material its Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Each Pledgor agrees promptly to notify the Collateral Agent if such Pledgor becomes aware (i) that any material item of the material Intellectual Property Collateral may have become abandonedCollateral, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Pledgor’s ownership of any material item of the material Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any material item of the material Intellectual Property Collateral. (e) Each Pledgor shall diligently maintain all records, including original certificates, source materials and other documents, regarding the material Intellectual Property Collateral. Each Pledgor shall use proper statutory notice in connection with its use of each item of its material Intellectual Property Collateral consistent with its past practice. (f) Each Pledgor shall take all steps to maintain maintaining the quality of any and all products or services used or provided under in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and take taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent abide by the applicable license’s terms with respect to the standards of quality. (gc) No Pledgor Except as could not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may settle lapse, be terminated, or otherwise compromise become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value). (d) Each Grantor agrees that, should it obtain an ownership or other interest in any pending or future litigation, proceeding or dispute without prior consultation with Intellectual Property Collateral after the Closing Date (upon the occurrence and continuance of an Event of Default, prior consent of“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral Agentsubject to the terms and conditions of this Agreement with respect thereto. (e) Nothing in this Agreement prevents any Grantor from discontinuing the use or maintenance of any or its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

Protection of Collateral Agent’s Security. On (a) Except to the extent that failure to act could not reasonably be expected to have a continuing basisMaterial Adverse Effect, with respect to any registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Pledgor shallGrantor agrees to take, at its own expense and costexpense, preserve and protect each item of the Intellectual Property Collateral in accordance with sound business judgment. Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement: (a) Pledgor shall take all necessary reasonable steps, including, without limitation, in the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office and any other governmental authorityauthority located in the United States or with any similar offices in any other country, to (i) maintain the validity and enforceability of each any material item of the material registered Intellectual Property Collateral and maintain such material Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each material patentPatent, patent application, trademarkTrademark, or copyright Copyright registration or application, now or hereafter included in such material Intellectual Property Collateral of such PledgorGrantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office or other governmental authoritiesauthorities or any similar offices in any other country, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation Infringement proceedings. (b) No Pledgor shall (upon Except to the occurrence and continuance of an Event of Default, without the written consent of the Collateral Agent) discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right extent that failure to file an application for any patent, trademark, or copyright, unless such Pledgor shall have previously determined that such use or the pursuit or maintenance of such material Intellectual Property Collateral is no longer desirable in the conduct of such Pledgor’s business and that the loss thereof would act could not reasonably be reasonably likely expected to have a Material Adverse Effect, in which case, such Pledgor will give prompt notice of any such abandonment to the Collateral Agent. (c) No Pledgor no Grantor shall do or permit any act or knowingly omit to do any act whereby any material item of the its material Intellectual Property Collateral may lapse prematurely lapse, be terminated, or become invalid or unenforceable or placed in the public domaindomain (or in case of a trade secret, become publicly known). (dc) Each Pledgor agrees promptly Except to notify the Collateral Agent if such Pledgor becomes aware (i) extent that any material item of the material Intellectual Property Collateral may failure to act could not reasonably be expected to have become abandoneda Material Adverse Effect, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Pledgor’s ownership of any material item of the material Intellectual Property Collateral or its right each Grantor shall take all reasonable steps to register the same or to keep preserve and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any material item of the material Intellectual Property Collateral. (e) Each Pledgor shall diligently maintain all records, including original certificates, source materials and other documents, regarding the material Intellectual Property Collateral. Each Pledgor shall use proper statutory notice in connection with its use of protect each item of its material Intellectual Property Collateral consistent with its past practice. (f) Each Pledgor shall take all steps to maintain Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided under in connection with any of the material Trademarks, consistent with the quality of the products and services as of the date hereof, and take taking all reasonable steps necessary to ensure that all licensed users of any of the material Trademarks use such consistent abide by the applicable license’s terms with respect to the standards of quality. (gd) No Pledgor may settle Each Grantor agrees that, should it obtain an ownership or otherwise compromise other interest in any pending or future litigation, proceeding or dispute without prior consultation with Intellectual Property Collateral after the Closing Date (upon the occurrence and continuance of an Event of Default, prior consent ofi) the provisions of this Agreement shall automatically apply thereto, and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral Agentsubject to the terms and conditions of this Agreement with respect thereto. (e) Subject to the requirements and exclusions of Section 3.01, on December 31 of each fiscal year of the Lead Borrower, each Grantor shall sign and deliver to the Collateral Agent an appropriate Security Agreement Supplement or related Grant of Security Interest substantially in the form of Exhibits A, C, D and E, as applicable, with respect to all such registered or applied for Intellectual Property owned or exclusively licensed by it as licensee as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Security Agreement Supplement (or Grant of Security Interests) so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Collateral Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office. (f) Notwithstanding the foregoing provisions of this Section 4.02 or elsewhere in this Agreement, nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the use or maintenance of, causing or permitting expiration, lapse or abandonment, or failing to renew any applications or registrations of any of its Intellectual Property Collateral to the extent not prohibited by the Credit Agreement or any other Loan Document if such Grantor determines in its reasonable business judgment that such actions are desirable in the conduct of its business.

Protection of Collateral Agent’s Security. On (a) With respect to each item of its Intellectual Property Collateral, each Pledgor agrees, on a continuing basis, each Pledgor shallto take, at its own expense sole cost and costexpense, preserve and protect each item of the Intellectual Property Collateral in accordance with sound business judgment. Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement: (a) Pledgor shall take all necessary steps, including, without limitation, in the United States Patent and Trademark Office, the United States Copyright Office and any other governmental authorityGovernmental Authority, to (i) maintain the validity and enforceability of each material item of the material such Intellectual Property Collateral and maintain such material Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each material patentPatent, patent application, trademarkTrademark, or copyright Copyright registration or application, now or hereafter included in such material Intellectual Property Collateral of such Pledgor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or other governmental authoritiesGovernmental Authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. (b) . No Pledgor shall (upon the occurrence and continuance of an Event of Defaultshall, without the written consent of the Collateral Agent) , discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to file an application for any patentPatent, trademarkTrademark, or copyrightCopyright, unless such Pledgor shall have previously determined that such use or the pursuit or maintenance of such material Intellectual Property Collateral is no longer desirable in the conduct of such Pledgor’s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effectmaterially adversely affect the operation of such Pledgor’s business, in which case, such Pledgor will give prompt notice of any such abandonment to the Collateral Agent. (c) No Pledgor shall do or permit any act or knowingly omit to do any act whereby any material item of the material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (db) Each Pledgor agrees agrees, on a continuing basis, promptly (and in any event within ten Business Days) to notify the Collateral Agent if such Pledgor becomes aware (i) that any material item of the material Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Pledgor’s ownership of any material item of the material Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any material item of the material Intellectual Property Collateral. (ec) In the event that any Pledgor becomes aware that any item of the Intellectual Property Collateral is being infringed or misappropriated by a third party, such Pledgor shall promptly (and in any event within ten Business Days) notify the Collateral Agent and shall take such actions, at its expense, as such Pledgor or the Collateral Agent deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. Without limiting the foregoing, upon such Pledgor obtaining knowledge thereof, Pledgor shall promptly (and in any event within ten Business Days) notify the Collateral Agent in writing of any event that may be reasonably expected to materially and adversely affect the value or utility any item of Intellectual Property Collateral, the ability of such Pledgor or the Collateral Agent to dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Collateral Agent in relation thereto, including a levy or written threat of levy or any legal process against such Intellectual Property Collateral or any portion thereof. (d) Each Pledgor shall diligently maintain all recordsagrees, including original certificateson a continuing basis, source materials and other documents, regarding the material Intellectual Property Collateral. Each Pledgor shall to use proper statutory notice in connection with its use of each item of its material Intellectual Property Collateral. No Pledgor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral consistent may lapse or become invalid or unenforceable or placed in the public domain. No Pledgor will settle or compromise any pending or future litigation or administrative proceeding with its past practicerespect to any Intellectual Property Collateral without the prior written consent of the Collateral Agent. (fe) Each Except as otherwise permitted by this Article VI, each Pledgor shall agrees, on a continuing basis, to take all steps which it or the Collateral Agent deems reasonable and appropriate under the circumstances to maintain preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided under in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and take taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (gf) No Pledgor may settle shall (i) license any Intellectual Property Collateral other than pursuant to License Agreements entered into by such Pledgor in, or otherwise compromise incidental to, the ordinary course of its business, or (ii) amend or permit the amendment of any pending License Agreement in a manner that materially and adversely affects the right to receive payments thereunder, or future litigationin 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 intended to be granted to the Collateral Agent for the benefit of the Secured Parties, proceeding or dispute in each case (i) and (ii), without prior consultation with the consent of the Collateral Agent. (g) Each Pledgor agrees, on a continuing basis, diligently keep adequate records respecting the Intellectual Property Collateral and furnish to the Collateral Agent from time to time upon the occurrence Collateral 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 Collateral Agent may from time to time request. (h) During the continuance of an Event of Default, prior consent of) within three Business Days after written notice from the Collateral Agent, make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of such Event of Default as the Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Pledgor under or in connection with the Intellectual Property Collateral, and each Pledgor shall use commercially reasonable efforts to ensure that such Persons shall be available to perform their prior functions on the Collateral Agent’s behalf if compensated at Pledgor’s expense on a per diem, pro rata basis consistent with the salary and benefits structure applicable to each as of the date of such Event of Default. (i) With respect to its Intellectual Property Collateral, each Pledgor agrees to execute or otherwise authenticate agreements, as applicable, the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement in substantially the forms set forth in Exhibits 6, 7 and 8 hereto or otherwise in form and substance satisfactory to the Collateral Agent for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. If any Pledgor shall, at any time before the payment in full of the Secured Obligations, (a) obtain any rights to any additional Intellectual Property Collateral or (b) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item enumerated in clause (a) or (b) of this Section 6.3 with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such item would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party (excluding any Intellectual Property Collateral that constitutes Excluded Property). Each Pledgor shall promptly (i) provide to the Collateral Agent written notice of any of the foregoing and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (a) and (b) of the immediately preceding sentence of this Section 6.3 by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be deemed necessary, advisable or prudent by the Collateral Agent to preserve, protect or perfect the Collateral Agent’s security interest or the priority thereof in such Intellectual Property Collateral to the extent such security interest in such Intellectual Property Collateral may be perfected under applicable Legal Requirements. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 14(a) (b) and (c) to the Perfection Certificate to include any Intellectual Property Collateral acquired or arising after the date hereof of such Pledgor. Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary, advisable or prudent to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent in accordance with Section 10.03 of the Credit Agreement for all costs and expenses incurred by the Collateral Agent in the exercise of its rights under this Section 6.3. In the event that the Collateral Agent shall elect not to bring such suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Collateral Agent, to take all actions necessary, advisable or prudent, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by others and for that purpose agrees to diligently maintain any suit, proceeding or other action against any Person so infringing necessary to prevent such infringement.

Protection of Collateral Agent’s Security. On (a) With respect to each item of its Intellectual Property Collateral, each Pledgor agrees, on a continuing basis, each Pledgor shallto take, at its own expense sole cost and costexpense, preserve and protect each item of the Intellectual Property Collateral in accordance with sound business judgment. Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement: (a) Pledgor shall take all necessary steps, including, without limitation, in the United States Patent and Trademark Office, the United States Copyright Office and any other governmental authorityGovernmental Authority, to (i) maintain the validity and enforceability of each material item of the material such Intellectual Property Collateral and maintain such material Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each material patentPatent, patent application, trademarkTrademark, or copyright Copyright registration or application, now or hereafter included in such material Intellectual Property Collateral of such Pledgor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or other governmental authoritiesGovernmental Authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. (b) . No Pledgor shall (upon the occurrence and continuance of an Event of Defaultshall, without the written consent of the Collateral Agent) , discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to file an application for any patentPatent, trademarkTrademark, or copyrightCopyright, unless such Pledgor shall have previously determined that such use or the pursuit or maintenance of such material Intellectual Property Collateral is no longer desirable in the conduct of such Pledgor’s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effectmaterially adversely affect the operation of such Pledgor’s business, in which case, such Pledgor will give prompt notice of any such abandonment to the Collateral Agent. (c) No Pledgor shall do or permit any act or knowingly omit to do any act whereby any material item of the material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (db) Each Pledgor agrees agrees, on a continuing basis, promptly (and in any event within ten Business Days) to notify the Collateral Agent if such Pledgor becomes aware (i) that any material item of the material Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Pledgor’s ownership of any material item of the material Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any material item of the material Intellectual Property Collateral. (ec) In the event that any Pledgor becomes aware that any item of the Intellectual Property Collateral is being infringed or misappropriated by a third party, such Pledgor shall promptly (and in any event within ten Business Days) notify the Collateral Agent and shall take such actions, at its expense, as such Pledgor or the Collateral Agent deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. Without limiting the foregoing, upon such Pledgor obtaining knowledge thereof, Pledgor shall promptly (and in any event within ten Business Days) notify the Collateral Agent in writing of any event that may be reasonably expected to materially and adversely affect the value or utility any item of Intellectual Property Collateral, the ability of such Pledgor or the Collateral Agent to dispose of such Intellectual Property Collateral or any portion thereof or the rights and remedies of the Collateral Agent in relation thereto, including a levy or written threat of levy or any legal process against such Intellectual Property Collateral or any portion thereof. (d) Each Pledgor shall diligently maintain all recordsagrees, including original certificateson a continuing basis, source materials and other documents, regarding the material Intellectual Property Collateral. Each Pledgor shall to use proper statutory notice in connection with its use of each item of its material Intellectual Property Collateral. No Pledgor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral consistent may lapse or become invalid or unenforceable or placed in the public domain. No Pledgor will settle or compromise any pending or future litigation or administrative proceeding with its past practicerespect to any Intellectual Property Collateral that is material to such Pledgor’s business without the prior written consent of the Collateral Agent. (fe) Each Except as otherwise permitted or required by this Article VI, each Pledgor shall agrees, on a continuing basis, to take all steps which it or the Collateral Agent deems reasonable and appropriate under the circumstances to maintain preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided under in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and take taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (gf) No Pledgor may settle shall (i) license any Intellectual Property Collateral other than pursuant to License Agreements entered into by such Pledgor in, or otherwise compromise incidental to, the ordinary course of its business, or (ii) amend or permit the amendment of any pending License Agreement in a manner that materially and adversely affects the right to receive payments thereunder, or future litigationin 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 intended to be granted to the Collateral Agent for the benefit of the Secured Parties, proceeding or dispute in each case (i) and (ii), without prior consultation with the consent of the Collateral Agent. (g) Each Pledgor agrees, on a continuing basis, diligently keep adequate records respecting the Intellectual Property Collateral and furnish to the Collateral Agent from time to time upon the occurrence Collateral 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 Collateral Agent may from time to time request. (h) During the continuance of an Event of Default, prior consent of) within three Business Days after written notice from the Collateral Agent, make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of such Event of Default as the Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Pledgor under or in connection with the Intellectual Property Collateral, and each Pledgor shall use commercially reasonable efforts to ensure that such Persons shall be available to perform their prior functions on the Collateral Agent’s behalf if compensated at Pledgor’s expense on a per diem, pro rata basis consistent with the salary and benefits structure applicable to each as of the date of such Event of Default. (i) With respect to its Intellectual Property Collateral, each Pledgor agrees to execute or otherwise authenticate agreements, as applicable, the Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement in substantially the forms set forth in Exhibits 4, 5 and 6 hereto or otherwise in form and substance satisfactory to the Collateral Agent for recording the security interest granted hereunder to the Collateral Agent in such Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office and any other Governmental Authorities necessary to perfect the security interest hereunder in such Intellectual Property Collateral. If any Pledgor shall, at any time before the payment in full of the Secured Obligations ((i) other than contingent reimbursement and indemnification obligations that are not then due and payable), all Letters of Credit have been terminated (or have been Cash Collateralized in a manner acceptable to the Issuing Bank in respect thereof) and the Commitments have been terminated, (a) obtain any rights to any additional Intellectual Property Collateral or (b) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions of this Agreement shall automatically apply thereto and any such item enumerated in clause (a) or (b) of this paragraph with respect to such Pledgor shall automatically constitute Intellectual Property Collateral if such item would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party (excluding any Intellectual Property Collateral that constitutes Excluded Property). Each Pledgor shall promptly (i) provide to the Collateral Agent written notice of any of the foregoing and (ii) confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (a) and (b) of the immediately preceding sentence of this paragraph by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be deemed necessary, advisable or prudent by the Collateral Agent to preserve, protect or perfect the Collateral Agent’s security interest or the priority thereof in such Intellectual Property Collateral to the extent such security interest in such Intellectual Property Collateral may be perfected under applicable Legal Requirements. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 8(a) (b) and (c) to the Perfection Certificate to include any Intellectual Property Collateral acquired or arising after the date hereof of such Pledgor. Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary, advisable or prudent to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent in accordance with, and to the extent required by, Section 10.03 of the Credit Agreement for all costs and expenses incurred by the Collateral Agent in the exercise of its rights under this Section 6.3. In the event that the Collateral Agent shall elect not to bring such suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Collateral Agent, to take all actions necessary, advisable or prudent, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by others and for that purpose agrees to diligently maintain any suit, proceeding or other action against any Person so infringing necessary to prevent such infringement.

Protection of Collateral Agent’s Security. On a continuing basis, each Pledgor shall, at its own expense sole cost and costexpense, preserve make, execute, acknowledge and protect each item deliver, and file and record in the proper filing and recording offices, all such instruments or documents, including, without limitation, appropriate financing and continuation statements and collateral agreements, and take all such action as may reasonably be deemed necessary by Collateral Agent to carry out the intent and purposes of this Agreement, to assure and confirm to Collateral Agent the grant or perfection of a first priority security interest in the Pledged Collateral for the benefit of the Intellectual Property Secured Parties, and to enable Collateral in accordance Agent to exercise and enforce its rights and remedies hereunder with sound business judgmentrespect to any Pledged Collateral. Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement: (a) Pledgor shall take all necessary steps, including, without limitation, in the United States Patent and Trademark Office, the United States Copyright Office and any other governmental authority, to (i) maintain the validity and enforceability of each material item of the material Intellectual Property Collateral and maintain such material Intellectual Property Collateral in full force and effect, and will not enter into any agreement that would impair or conflict with Pledgor's obligations hereunder; (ii) pursue the registration will, from time to time, upon Collateral Agent's reasonable request, cause its books and maintenance of each material patent, patent application, trademark, records to be marked with such legends or copyright registration or application, now or hereafter included segregated in such material Intellectual Property manner as Collateral of Agent may reasonably specify and take or cause to be taken such Pledgor, including, without limitation, other action and adopt such procedures as Collateral Agent may reasonably specify to give notice to or to perfect the payment of required fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office, the United States Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. (b) No Pledgor shall (upon the occurrence and continuance of an Event of Default, without the written consent of the Collateral Agent) discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to file an application for any patent, trademark, or copyright, unless such Pledgor shall have previously determined that such use or the pursuit or maintenance of such material Intellectual Property Collateral is no longer desirable security interest in the conduct of such Pledgor’s business and that the loss thereof would not Pledged Collateral intended to be reasonably likely to have a Material Adverse Effectconveyed hereby; (iii) will, in which casepromptly following its becoming aware thereof, such Pledgor will give prompt notice of any such abandonment to the Collateral Agent. (c) No Pledgor shall do or permit any act or knowingly omit to do any act whereby any material item of the material Intellectual Property Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Each Pledgor agrees promptly to notify the Collateral Agent if such Pledgor becomes aware of (iA) that any material item of the material Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Pledgor’s ownership of any material item of the material Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of in any proceeding in the United States Patent and Trademark Office or the United States Copyright Office with respect to any courtPatent, Trademark or Copyright, or (B) regarding any material item of the material Intellectual Property Collateral. (e) Each Pledgor shall diligently maintain all records, including original certificates, source materials and other documents, regarding the material Intellectual Property Collateral. Each Pledgor shall use proper statutory notice in connection with its use of each item of its material Intellectual Property Collateral consistent with its past practice. (f) Each Pledgor shall take all steps to maintain the quality institution of any and all products proceeding or services used any adverse determination in any Federal, state or provided under local court or administrative body regarding Pledgor's claim of ownership in or right to use any of the TrademarksPledged Collateral, consistent with its right to register the quality Pledged Collateral, or its right to keep and maintain such registration in full force and effect; (iv) will maintain and protect the Pledged Collateral necessary for the operation of the products and services as of the date hereofPledgor's business; DRAFT: March 21, and take all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (g) No Pledgor may settle or otherwise compromise any pending or future litigation, proceeding or dispute without prior consultation with (upon the occurrence and continuance of an Event of Default, prior consent of) the Collateral Agent.1997 8:48AM H:\WPCDOCS\1186\141501

Protection of Collateral Agent’s Security. On Except to the extent that failure to act could not reasonably be expected to have a continuing basisMaterial Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Pledgor shallGrantor agrees to take, at its own expense and costexpense, preserve and protect each item of the Intellectual Property Collateral in accordance with sound business judgment. Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement: (a) Pledgor shall take all necessary reasonable steps, including, without limitation, in the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office and any other governmental authorityauthority located in the United States or with any similar offices in any other country, to (i) maintain the validity and enforceability of each material item of the material any registered Intellectual Property Collateral and maintain such material Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each material patentPatent, patent application, trademarkTrademark, or copyright Copyright registration or application, now or hereafter included in such material Intellectual Property Collateral of such PledgorGrantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office or other governmental authoritiesauthorities or any similar offices in any other country, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation Infringement proceedings. (b) No Pledgor shall (upon . Except to the occurrence and continuance of an Event of Default, without the written consent of the Collateral Agent) discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right extent that failure to file an application for any patent, trademark, or copyright, unless such Pledgor shall have previously determined that such use or the pursuit or maintenance of such material Intellectual Property Collateral is no longer desirable in the conduct of such Pledgor’s business and that the loss thereof would act could not reasonably be reasonably likely expected to have a Material Adverse Effect, in which case, such Pledgor will give prompt notice of any such abandonment to the Collateral Agent. (c) No Pledgor no Grantor shall do or permit any act or knowingly omit to do any act whereby any material item of the material its Intellectual Property Collateral may lapse lapse, be terminated, or become invalid or unenforceable or placed in the public domain. domain (d) Each Pledgor agrees promptly or in case of a trade secret, lose its competitive value). Except to notify the Collateral Agent if such Pledgor becomes aware (i) extent that any material failure to act could not reasonably be expected to have a Material Adverse Effect, each Grantor shall take all steps to preserve and protect each item of the material its Intellectual Property Collateral may have become abandonedCollateral, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Pledgor’s ownership of any material item of the material Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any material item of the material Intellectual Property Collateral. (e) Each Pledgor shall diligently maintain all records, including original certificates, source materials and other documents, regarding the material Intellectual Property Collateral. Each Pledgor shall use proper statutory notice in connection with its use of each item of its material Intellectual Property Collateral consistent with its past practice. (f) Each Pledgor shall take all steps to maintain maintaining the quality of any and all products or services used or provided under in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and take taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent abide by the applicable license’s terms with respect to the standards of quality. . Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property Collateral after the Second Restatement Effective Date (g) No Pledgor may settle or otherwise compromise any pending or future litigation, proceeding or dispute without prior consultation with (upon the occurrence and continuance of an Event of Default, prior consent ofi) the provisions of this Agreement shall automatically apply thereto, and (ii) any such Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral Agentsubject to the terms and conditions of this Agreement with respect thereto. Subject to the requirements and exclusions of Section 3.01, once every fiscal year of the Lead Borrower, with respect to issued or registered Patents (or published applications therefor) or Trademarks (or applications therefor), and once every month, with respect to registered Copyrights, each Grantor shall sign and deliver to the Collateral Agent an appropriate Security Agreement Supplement and related Grant of Security Interest with respect to all applicable Intellectual Property owned or exclusively licensed by it as licensee as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Security Agreement Supplement (and Grant of Security Interests) so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Collateral Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office. Notwithstanding the foregoing provisions of this Section 4.02 or elsewhere in this Agreement, nothing in this Agreement shall prevent any Grantor from discontinuing the use or maintenance, causing or permitting expiration or abandonment, or failing to renew any applications or registrations of any of its Intellectual Property Collateral to the extent not prohibited by the Credit Agreement if such Grantor determines in its reasonable business judgment that such actions are desirable in the conduct of its business.

Protection of Collateral Agent’s Security. On a continuing basis(a) With respect to registration or pending application of each item of its IP Collateral for which such Grantor has standing to do so, each Pledgor shallGrantor agrees to take, at its own expense and costexpense, preserve and protect each item of the Intellectual Property Collateral in accordance with sound business judgment. Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement: (a) Pledgor shall take all necessary reasonable steps, including, without limitation, in the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office and any other governmental authority, authority located in the United States to (i) maintain the validity and enforceability of each material item of the material Intellectual Property any registered IP Collateral and maintain such material Intellectual Property IP Collateral in full force and effect, and (ii) pursue the registration and maintenance of each material patentPatent, patent application, trademarkTrademark, or copyright Copyright registration or application, now or hereafter included in such material Intellectual Property IP Collateral of such PledgorGrantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the United States U.S. Patent and Trademark Office, the United States U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the United States U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings. (b) No Pledgor shall (upon the occurrence and continuance of an Event of Default, without the written consent of the Collateral Agent) discontinue use of or otherwise abandon any material Intellectual Property Collateral, or abandon any right to file an application for any patent, trademark, or copyright, unless such Pledgor shall have previously determined that such use or the pursuit or maintenance of such material Intellectual Property Collateral is no longer desirable in the conduct of such Pledgor’s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, in which case, such Pledgor will give prompt notice of any such abandonment to the Collateral Agent. (c) No Pledgor Grantor shall do or permit any act or knowingly omit to do any act whereby any of its IP Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value). (c) In the event that any Grantor becomes aware that any material item of the material Intellectual Property IP Collateral is being infringed or misappropriated by a third party, such Grantor shall promptly notify the Collateral Agent and shall take such actions (except to the extent the failure to take such actions is permitted by subsection 4.02(h)), at its expense, as such Grantor reasonably deems appropriate under the circumstances to protect or enforce such IP Collateral, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation. (d) Each Grantor shall use proper statutory notice as commercially practical in connection with its use of each item of its IP Collateral. No Grantor shall do or permit any act or knowingly omit to do any act whereby any of its IP Collateral may lapse or become invalid or unenforceable or placed in the public domain. (d) Each Pledgor agrees promptly to notify the Collateral Agent if such Pledgor becomes aware (i) that any material item of the material Intellectual Property Collateral may have become abandoned, placed in the public domain, invalid or unenforceable, or of any adverse determination or development regarding such Pledgor’s ownership of any material item of the material Intellectual Property Collateral or its right to register the same or to keep and maintain and enforce the same, or (ii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the United States Patent and Trademark Office or any court) regarding any material item of the material Intellectual Property Collateral. (e) Each Pledgor shall diligently maintain all records, including original certificates, source materials and other documents, regarding the material Intellectual Property Collateral. Each Pledgor shall use proper statutory notice in connection with its use of each item of its material Intellectual Property Collateral consistent with its past practice. (f) Each Pledgor shall take all steps to maintain the quality of any and all products or services used or provided under any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and take all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality. (g) No Pledgor may settle or otherwise compromise any pending or future litigation, proceeding or dispute without prior consultation with (upon the occurrence and continuance of an Event of Default, prior consent of) the Collateral Agent.