Common use of Copyrights, Patents and Trademarks Clause in Contracts

Copyrights, Patents and Trademarks. (i) Borrower hereby represents and warrants that, as of the date of this Agreement, Borrower does not have any maskworks, computer software, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon Lender’s request therefor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application. (iii) Borrower will: (x) protect, defend and maintain the validity and enforceability of Borrower’s copyrights, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consent.

Copyrights, Patents and Trademarks. (a) Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is not material to the conduct of such Grantor’s business, (i) Borrower hereby represents use commercially reasonable efforts to maintain as in the past the quality of services offered under such Trademark, (ii) use commercially reasonable efforts to maintain such Trademark in full force and warrants thateffect, as free from any claim of abandonment for non-use, (iii) employ such Trademark with the appropriate notice of registration (if applicable), (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the date of Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to this Agreement, Borrower does and (v) not have intentionally (and not permit any maskworks, computer softwarelicensee or sublicensee thereof to) do any act, or knowingly omit to do any act, whereby any Trademark may become invalidated. (b) Such Grantor will not, except with respect to any Patent that such Grantor shall reasonably determine is not material to the conduct of such Grantor’s business, intentionally do any act, or knowingly omit to do any act, whereby any Patent may become abandoned or dedicated. (c) Such Grantor will not, except with respect to any Copyright that such Grantor shall reasonably determine is not material to the conduct of such Grantor’s business, intentionally do any act, or knowingly omit to do any act, whereby any Copyright may become abandoned or dedicated. (d) Such Grantor will notify the Administrative Agent and the other copyrightsSecured Parties as soon as reasonably practicable (but in any event, within 5 Business Days) if it knows, or has reason to know, that are registered any application or registration relating to any Copyright, Patent or Trademark that is material to the conduct of such Grantor’s business will become abandoned or dedicated to the public (other than due to the natural expiration thereof), or are the subject of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of any such Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for registration) the registration of any Copyright, Patent or Trademark with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office andor any similar office or agency in any other country or any political subdivision thereof, upon Lender’s such Grantor shall report such filing to the Administrative Agent and the other Secured Parties within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request thereforof the Administrative Agent, promptly such Grantor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Annex II, and any and all other agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to Lender evidence the Administrative Agent’s and the other Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such security agreement(sGrantor relating thereto or represented thereby, and such Grantor hereby constitutes the Administrative Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Secured Obligations are paid in full and the Commitments are terminated. (f) In each case subject to each Grantor’s reasonable business judgment, each Grantor will take all reasonable and other documentation (necessary steps, including, without limitation, in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with any proceeding before the United States Copyright Office, the United States Patent and Trademark Office with respect Office, or any similar office or agency in any other country or any political subdivision thereof, to such maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration or applicationof the Copyrights, Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (iiig) Borrower will: (x) protectIn the event that any Copyright, defend Patent or Trademark of a Grantor included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Administrative Agent and maintain the validity other Secured Parties after it learns thereof and enforceability of Borrowershall, unless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is immaterial to such Grantor which determination such Grantor shall promptly report to the Administrative Agent, and, subject to such Grantor’s copyrightsreasonable business judgment, patentspromptly xxx for infringement, misappropriation or dilution, seek injunctive relief where appropriate and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrightsto recover any and all damages for such infringement, patentsmisappropriation or dilution, or trademarks of which Borrower is take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentTrademark.

Copyrights, Patents and Trademarks. (ia) Borrower hereby represents and warrants that, as of the date of this Agreement, Borrower does not have any maskworks, computer software, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment sole and absolute discretion may require for filing with the United States Copyright Office with respect to such registration or application. (iib) Annex 1 sets forth under the name of Borrower will identify to Lender in writing any a complete and correct list of all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon LenderXxxxxx’s request therefor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment sole and absolute discretion may require for filing with the United States Patent and Trademark Office with respect to such registration or application. (iiic) Borrower will: (x) protect, defend and maintain the validity and enforceability of Borrower’s copyrights, patents, and trademarks; (y) promptly advise Lender in writing of material infringements infringements, misappropriations or violations of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without LenderXxxxxx’s written consent.

Copyrights, Patents and Trademarks. (a) Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is immaterial or as is permitted by Section 7.6 of the Credit Agreement, (i) Borrower hereby represents maintain as in the past the quality of services offered under such Trademark, (ii) maintain such Trademark in full force and warrants thateffect, free from any claim of abandonment for non-use, (iii) employ such Trademark with the appropriate notice of registration, and (iv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (b) Such Grantor will not, except with respect to any Patent that such Grantor shall reasonably determine is immaterial or as is permitted by Section 7.6 of the date of this Credit Agreement, Borrower does not have do any maskworks, computer softwareact, or other copyrightsomit to do any act, whereby any Patent may become abandoned or dedicated. (c) Such Grantor will not, except with respect to any Copyright that such Grantor shall reasonably determine is immaterial or as is permitted by Section 7.6 of the Credit Agreement, do any act, or omit to do any act, whereby any Copyright may become abandoned or dedicated. (d) Such Grantor will notify the Administrative Agent promptly if it knows, or has reason to know, that are registered any application or registration relating to any Copyright, Patent or Trademark may become abandoned or dedicated (except with respect to any Copyright, Patent or are Trademark that such Grantor shall reasonably determine is immaterial or as is permitted by Section 7.6 of the subject Credit Agreement), or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of any Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for registration) the registration of any Copyright, Patent or Trademark with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office andor any similar office or agency in any other country or any political subdivision thereof, upon Lender’s such Grantor shall report such filing to the Administrative Agent within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon the reasonable request thereforof the Administrative Agent, promptly such Grantor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Annex II, and any and all other agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to Lender evidence the Administrative Agent’s security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such security agreement(sGrantor relating thereto or represented thereby. (f) Such Grantor will take all reasonable and other documentation (necessary steps, including, without limitation, in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with any proceeding before the United States Copyright Office, the United States Patent and Trademark Office with respect Office, or any similar office or agency in any other country or any political subdivision thereof, to such maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration or applicationof the Copyrights, Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (iiig) Borrower will: (x) protectIn the event that any Copyright, defend Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Administrative Agent after it learns thereof and maintain the validity shall, unless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is immaterial to such Grantor, promptly take actions to remedy or address such infringement, misappropriation or dilution, including to seek injunctive relief where appropriate and enforceability of Borrower’s copyrightsto recover any and all damages for such infringement, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patentsmisappropriation or dilution, or trademarks of which Borrower is take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentTrademark.

Copyrights, Patents and Trademarks. (a) Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is immaterial or as is permitted by Section 7.6 of the Note Purchase Agreement, (i) Borrower hereby represents maintain as in the past the quality of services offered under such Trademark, (ii) maintain such Trademark in full force and warrants thateffect, free from any claim of abandonment for non-use, (iii) employ such Trademark with the appropriate notice of registration, and (iv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become abandoned or invalidated. (b) Such Grantor will not, except with respect to any Patent that such Grantor shall reasonably determine is immaterial or as is permitted by Section 7.6 of the date of this Note Purchase Agreement, Borrower does not have do any maskworks, computer softwareact, or other copyrightsomit to do any act, whereby any Patent may become abandoned or dedicated. (c) Such Grantor will not, except with respect to any Copyright that such Grantor shall reasonably determine is immaterial or as is permitted by Section 7.6 of the Note Purchase Agreement, do any act, or omit to do any act, whereby any Copyright may become abandoned or dedicated. (d) Such Grantor will notify the Collateral Agent and the Purchasers promptly if it knows, or has reason to know, that are registered any application or registration relating to any Copyright, Patent or Trademark may become abandoned, invalidated or dedicated (except with respect to any Copyright, Patent or are Trademark that such Grantor shall reasonably determine is immaterial or as is permitted by Section 7.6 of the subject Note Purchase Agreement), or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of any Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for registration) the registration of any Copyright, Patent or Trademark with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office andor any similar office or agency in any other country or any political subdivision thereof, upon Lender’s request therefor, promptly such Grantor shall report such filing to the Collateral Agent and the Purchasers within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Such Grantor shall within thirty (30) days execute and deliver an Intellectual Property Security Agreement substantially in the form of Annex II, and any and all other agreements, instruments, documents, and papers as are necessary to Lender evidence the Collateral Agent’s security interest in any such security agreement(sCopyright, Patent or Trademark and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby. (f) Such Grantor will take all reasonable and other documentation (necessary steps, including, without limitation, in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with any proceeding before the United States Copyright Office, the United States Patent and Trademark Office with respect Office, or any similar office or agency in any other country or any political subdivision thereof, to such maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration or applicationof the Copyrights, Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (iiig) Borrower will: (x) protectIn the event that any Copyright, defend Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Collateral Agent and maintain the validity Purchasers after it learns thereof and enforceability of Borrower’s copyrightsshall, patentsunless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is immaterial to such Grantor, promptly take actions to remedy or address such infringement, misappropriation or dilution, including to seek injunctive relief where appropriate and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrightsto recover any and all damages for such infringement, patentsmisappropriation or dilution, or trademarks of which Borrower is take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentTrademark.

Copyrights, Patents and Trademarks. (i) Borrower hereby represents Schedule 5.17 to the Credit Agreement includes all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and warrants thatTrademark Licenses owned by any Grantor in its own name, or to which any Grantor is a party, as of the date of this Agreement, Borrower does not have any maskworks, computer software, or hereof (other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to off-the-shelf software) and registered in the name of such registration or applicationGrantor. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Each Copyright, Patent and Trademark Office andthat is material to the business of the Grantors is valid, upon Lender’s request thereforsubsisting, promptly execute unexpired, enforceable and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with has not been abandoned as of the United States Patent and Trademark Office with respect to such registration or applicationdate hereof. (iii) Borrower will: Except as set forth in Schedule 5.17 to the Credit Agreement, none of the Copyrights, Patents and Trademarks that is material to the business of the Grantors is the subject of any licensing or franchise agreement as of the date hereof (xother than with respect to off-the-shelf software). (iv) protectNo holding, defend and maintain decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of any Copyright, Patent or Trademark that is material to the business of the Grantors. (v) No action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark that is material to the business of the Grantors, or that, if adversely determined, could reasonably be expected to have a Material Adverse Effect on the value of any Copyright, Patent or Trademark that is material to the business of the Grantors. (vi) All applications pertaining to the Copyrights, Patents and enforceability Trademarks that is material to the business of Borrower’s copyrights, patentsthe Grantors of each Grantor have been duly and properly filed, and trademarks; all registrations or letters pertaining to such Copyrights, Patents and Trademarks have been duly and properly filed and issued, and all of such Copyrights, Patents and Trademarks are valid and enforceable. (yvii) promptly advise Lender No Grantor has made any assignment or agreement in writing conflict with the security interest in the Copyrights, Patents or Trademarks of material infringements of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentGrantor hereunder.

Copyrights, Patents and Trademarks. (a) Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is immaterial, (i) Borrower hereby represents maintain such Trademark in full force and warrants thateffect, as free from any claim of abandonment for non-use, (ii) employ such Trademark with the date appropriate notice of this Agreementregistration, Borrower does and (iii) not have (and not knowingly permit any maskworks, computer softwarelicensee or sublicensee thereof to) do any act, or knowingly omit to do any act, whereby any Trademark becomes invalidated. (b) Such Grantor will not, except with respect to any Patent that such Grantor shall reasonably determine is immaterial, do any act, or knowingly omit to do any act, whereby any Patent becomes abandoned or dedicated. (c) Such Grantor will not, except with respect to any Copyright that such Grantor shall reasonably determine is immaterial, do any act, or knowingly omit to do any act, whereby any Copyright becomes abandoned or dedicated. (d) Such Grantor will notify the Administrative Agent and the other copyrightsSecured Parties promptly if it knows, or has reason to know, that are registered (any application or are the subject registration relating to any Copyright, Patent or Trademark may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of any Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for registration) the registration of any Copyright, Patent or Trademark with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Administrative Agent and the other Secured Parties within ten (10) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Axxx x II, and any and all other agreements, instruments, documents, and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the other Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby, and, upon Lender’s request thereforthe occurrence and during the continuance of an Event of Default, promptly such Grantor hereby constitutes the Administrative Agent its attorney-in-fact to execute and deliver to Lender file all such security agreement(swritings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Secured Obligations are paid in full and the Commitments are terminated. (f) Such Grantor will take all reasonable and other documentation (necessary steps, including in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with any proceeding before the United States Copyright Office, the United States Patent and Trademark Office with respect Office, or any similar office or agency in any other country or any political subdivision thereof, to such maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration or applicationof the Copyrights, Patents and Trademarks, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (iiig) Borrower will: (x) protectIn the event that any Copyright, defend Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Administrative Agent and maintain the validity other Secured Parties after it learns thereof and enforceability of Borrower’s copyrightsshall, patentsunless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is immaterial to such Grantor which determination such Grantor shall promptly report to the Administrative Agent and the other Secured Parties, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrightstake such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, patents, Patent or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentTrademark.

Copyrights, Patents and Trademarks. (a) Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is immaterial, (i) Borrower hereby represents maintain as in the past the quality of services offered under such Trademark, (ii) maintain such Trademark in full force and warrants thateffect, as free from any claim of abandonment for non-use, (iii) employ such Trademark with the appropriate notice of registration, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the date of Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to this Agreement, Borrower does and (v) not have (and not permit any maskworkslicensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (b) Such Grantor will not, computer softwareexcept with respect to any Patent that such Grantor shall reasonably determine is immaterial, do any act, or omit to do any act, whereby any Patent may become abandoned or dedicated. (c) Such Grantor will not, except with respect to any Copyright that such Grantor shall reasonably determine is immaterial, do any act, or omit to do any act, whereby any Copyright may become abandoned or dedicated. (d) Such Grantor will notify the Administrative Agent and the other copyrightsSecured Parties immediately if it knows, or has reason to know, that are registered (any application or are the subject registration relating to any Copyright, Patent or Trademark may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of any Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for registration) the registration of any Copyright, Patent or Trademark with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office andor any similar office or agency in any other country or any political subdivision thereof, upon Lender’s such Grantor shall report such filing to the Administrative Agent and the other Secured Parties pursuant to Section 5.1 of the Credit Agreement. Upon request thereforof the Administrative Agent, promptly such Grantor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Annex I, and any and all other agreements, instruments, documents, and papers as the Administrative Agent may request to Lender evidence the Administrative Agent’s and the other Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such security agreement(sGrantor relating thereto or represented thereby, and such Grantor hereby constitutes the Administrative Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Secured Obligations are paid in full and the Commitments are terminated. (f) Such Grantor will take all reasonable and other documentation (necessary steps, including, without limitation, in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with any proceeding before the United States Copyright Office, the United States Patent and Trademark Office with respect Office, or any similar office or agency in any other country or any political subdivision thereof, to such maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration or applicationof the Copyrights, Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (iiig) Borrower will: (x) protectIn the event that any Copyright, defend Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Administrative Agent and maintain the validity other Secured Parties after it learns thereof and enforceability of Borrower’s copyrightsshall, patentsunless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is immaterial to such Grantor which determination such Grantor shall promptly report to the Administrative Agent and trademarks; (y) the other Secured Parties, promptly advise Lender in writing of material infringements of Borrower’s copyrightsxxx for infringement, patentsmisappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or trademarks of which Borrower is take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentTrademark.

Copyrights, Patents and Trademarks. (i) Borrower hereby represents and warrants that, as of that it has identified in the date of this Agreement, Borrower does not have attached Disclosure Schedule any and all maskworks, computer software, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office, that other than the security interest of PNC Bank in such property, the disclosed maskworks, computer software and copyrights are free and clear of any liens and/or security interests, and upon Lender’s request therefor, Borrower shall promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application, to perfect or otherwise record or memorialize Lender’s security interest in such maskworks, computer software or other copyrights. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any other of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender hereby represents and warrants that it has identified in writing the attached Disclosure Schedule any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office Office, that other than the security interest of PNC Bank in such property, the disclosed patents and trademarks are free and clear of any liens and/or security interests, and, upon Lender’s request therefor, Borrower shall promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application., to perfect or otherwise record or memorialize Lender’s security interest in such patents and trademarks. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Patent and Trademark Office (or apply for such registration of) any other of Borrower’s patents and trademarks unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application (iii) Borrower will: (x) protect, defend and maintain the validity and enforceability of Borrower’s copyrights, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consent.

Copyrights, Patents and Trademarks. (a) Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is immaterial, including marks discontinued by Grantor in the normal course of business, (i) Borrower hereby represents maintain as in the past the quality of services offered under such Trademark, (ii) maintain such Trademark in full force and warrants thateffect, as free from any claim of abandonment for non-use, (iii) to the extent registered, employ such Trademark with the appropriate notice of registration, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Grantee, for the ratable benefit of the date of Creditors, shall obtain a perfected security interest in such xxxx (other than Foreign IP) pursuant to this Agreement, Borrower does and (v) based on Grantor’s commercially reasonable judgment, not have (and not permit any maskworks, computer softwarelicensee or sublicensee thereof to) do any act, or knowingly omit to do any act, whereby any Trademark may become invalidated. (b) Such Grantor will not, except with respect to any Patent that such Grantor shall reasonably determine is immaterial, and based on Grantor’s commercially reasonable judgment, do any act, or knowingly omit to do any act, whereby any Patent may become abandoned or dedicated. (c) Such Grantor will not, except with respect to any Copyright that such Grantor shall reasonably determine is immaterial, and based on Grantor’s commercially reasonable judgment , do any act, or knowingly omit to do any act, whereby any Copyright may become abandoned or dedicated. (d) Such Grantor will notify the Grantee and the other copyrightsCreditors immediately if it knows, or has reason to know, that are registered (any application or are registration relating to any Copyright, Patent or Trademark, that is material to the subject business, may become abandoned or dedicated, other than if such abandonment is the result of approval by management in the normal course of business, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of any Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for registration) the registration of any Copyright, Patent or Trademark with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office andor any similar office or agency in any other country or any political subdivision thereof, upon Lender’s such Grantor shall report such filing to the Grantee and the other Creditors within five (5) Banking Days after the last day of the fiscal quarter in which such filing occurs. Upon request thereforof the Grantee, promptly such Grantor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Annex II, and any and all other agreements, instruments, documents, and papers as the Grantee may reasonably request to Lender evidence the Grantee’s and the other Creditors’ security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such security agreement(sGrantor relating thereto or represented thereby, and such Grantor hereby constitutes the Grantee its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Secured Obligations are paid in full and the Commitments are terminated. (f) Such Grantor will take all reasonable and other documentation (necessary steps, including, without limitation, in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with any proceeding before the United States Copyright Office, the United States Patent and Trademark Office Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Copyrights, Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability, provided that the foregoing is consistent with respect to such registration or applicationGrantor’s commercially reasonable judgment. (iiig) Borrower will: (x) protectIn the event that any Copyright, defend Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Grantee and maintain the validity other Creditors after it learns thereof and enforceability shall, unless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is immaterial to such Grantor which determination such Grantor shall promptly report to the Grantee and the other Creditors, promptly take action necessary to enforce Grantor’s rights, including the possibility of Borrower’s copyrightsbringing an action for infringement, patentsmisappropriation or dilution, to seek injunctive relief where appropriate and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrightsto recover any and all damages for such infringement, patentsmisappropriation or dilution, or trademarks of which Borrower is take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentTrademark.

Copyrights, Patents and Trademarks. (a) Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is immaterial, (i) Borrower hereby represents maintain as in the past the quality of services offered under such Trademark, (ii) maintain such Trademark in full force and warrants thateffect, as free from any claim of abandonment for non-use, (iii) employ such Trademark with the appropriate notice of registration, (iv) not adopt or use any mark xxxch is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the date of Secured Parties, shall obtain a perfected security interest in such mark xxxsuant to this Agreement, Borrower does and (v) not have (and not permit any maskworkslicensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (b) Such Grantor will not, computer softwareexcept with respect to any Patent that such Grantor shall reasonably determine is immaterial, do any act, or omit to do any act, whereby any Patent may become abandoned or dedicated. (c) Such Grantor will not, except with respect to any Copyright that such Grantor shall reasonably determine is immaterial, do any act, or omit to do any act, whereby any Copyright may become abandoned or dedicated. (d) Such Grantor will notify the Administrative Agent and the other copyrightsSecured Parties immediately if it knows, or has reason to know, that are registered (any material application or are the subject registration relating to any material Copyright, Patent or Trademark may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of any material Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for registrationthe registration of any Copyright, Patent, Trademark or IP License (to the extent constituting an exclusive license in favor of the Grantor to specifically identified registrations or applications for Copyrights, Trademarks, and Patents) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office andor any similar office or agency in any other country or any political subdivision thereof, upon Lender’s such Grantor shall report such filing to the Administrative Agent and the other Secured Parties concurrently with the delivery of a Compliance Certificate pursuant to Section 5.1(a) or (b) or (c) of the Term Loan Agreement. Upon request thereforof the Administrative Agent, promptly such Grantor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Annex II, and any and all other agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to Lender evidence the Administrative Agent’s and the other Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such security agreement(s) Grantor relating thereto or represented thereby, and other documentation (such Grantor hereby constitutes the Administrative Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing accordance with the United States Patent foregoing being hereby ratified and Trademark Office confirmed; such power being coupled with respect an interest is irrevocable until the Secured Obligations are paid in full (other than (i) contingent obligations as to such registration which no claim exists or application. has been asserted, (ii) Hedging Obligations owed by any Loan Party to any Lender-Related Hedge Provider, and (iii) Borrower will: (x) protect, defend and maintain the validity and enforceability of Borrower’s copyrights, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentBank Product Obligations).

Copyrights, Patents and Trademarks. (i) Borrower hereby represents and warrants that, as of the date of this Agreement, Borrower does not have any maskworks, computer software, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s 's maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon Lender’s 's request therefor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application. (iii) Borrower will: (x) protect, defend and maintain the validity and enforceability of Borrower’s 's copyrights, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s 's copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s 's copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s 's written consent.

Copyrights, Patents and Trademarks. (i) Borrower hereby represents Schedule 1(b) attached hereto includes all domestic -------------- Copyrights, Patents and warrants that, Trademarks owned by the Obligors in their own names as of the date hereof, and substantially all customers and/or other third parties which have entered into any Copyright Licenses, Patent Licenses and Trademark Licenses with any of this Agreement, Borrower does not have any maskworks, computer software, or other copyrights, that are registered (or the Obligors for which the Obligors are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants licensor and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice which are in effect as of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or applicationdate hereof. (ii) Borrower will identify to Lender in writing any and all patents and trademarks To the best of Borrower that are registered (or the subject of any application for registration) with the United States each Obligor's knowledge, each Copyright, Patent and Trademark Office andof such Obligor is valid, upon Lender’s request thereforsubsisting, promptly execute unexpired, enforceable and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or applicationhas not been abandoned. (iii) Borrower will: Except as set forth in Schedule 1(b) attached hereto, none ------------- of such Copyrights, Patents and Trademarks is the subject of any licensing or franchise agreement, excluding teaming agreements. (iv) Other than standard prosecution proceedings, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of any Copyright, Patent or Trademark. (v) No action or proceeding is pending seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark, or which, if adversely determined, would have a material adverse effect on the value of any Copyright, Patent or Trademark. (vi) All applications identified in Schedule 1(b) pertaining to ------------- the Copyrights and Trademarks of each Obligor have been duly and properly filed, and all registrations or letters identified in Schedule 1(b) pertaining to such ------------- Copyrights, Patents and Trademarks have been duly and properly filed and issued, and, to our knowledge, all of such Copyrights, Patents and Trademarks are valid and enforceable. (vii) No Obligor has made any assignment or agreement in conflict with the security interest in the Copyrights, Patents or Trademarks of each Obligor hereunder. (viii) To the best of each Obligor's knowledge and except as identified in Schedule 1(b), no Copyright, Patent or Trademark infringes the -------------- intellectual property rights of a third-party. (ix) To the best of each Obligor's knowledge and except as identified in Schedule 1(b), no third-party copyright, patent or trademark -------------- infringes the rights of the Obligors in the Copyrights, Patents, and Trademarks owned by the Obligors and identified in Schedule 1(b). -------------- (x) protect, defend and maintain After taking into account the validity and enforceability Obligors' belief concerning the likelihood of Borrower’s copyrights, patentsobtaining alternative or replacement arrangements, and trademarks; the costs thereof, termination (y) promptly advise Lender which would result from a change of ownership or control of each such Obligor or an assignment of such Obligor's interest in writing such licenses)of any Patent License, trade secret license, Trademark License, Copyright License or other General intangible license in favor of any Obligor as licensee which is excluded from the Collateral hereunder pursuant to Section 2 hereof will not, in the aggregate, result in a material infringements adverse effect on the operations of Borrower’s copyrights, patents, or trademarks the business of which the Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentits Subsidiaries taken as a whole.

Copyrights, Patents and Trademarks. (ia) Borrower hereby represents and warrants thatExhibit A attached to the IP Security Agreement identifies, as of the date of this Agreement, Borrower does not have any and all maskworks, computer software, or and other copyrights, copyrights of Borrower that are registered (or are the subject of any application for registration) with the United States Copyright OfficeOffice (collectively, the "Existing Registered Copyrights"). Borrower hereby covenants and agrees that Except for the Existing Copyright Registrations, Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s 's maskworks, computer software, or other copyrights, unless Borrower has provided Lender Silicon not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender Silicon such security agreement(s) and other documentation (in form and substance reasonably satisfactory to LenderSilicon) which Lender Silicon in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (iib) Borrower will identify to Lender Silicon in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon Lender’s Silicon's request therefor, promptly execute and deliver to Lender Silicon such security agreement(s) and other documentation (in form and substance reasonably satisfactory to LenderSilicon) which Lender Silicon in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application. (iiic) Borrower will: (xi) protect, defend and maintain the validity and enforceability of Borrower’s 's copyrights, patents, and trademarks; (yii) promptly advise Lender Silicon in writing of material infringements of Borrower’s 's copyrights, patents, or trademarks of which Borrower is or becomes aware; and (ziii) not allow any material item of Borrower’s 's copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s Silicon's written consent.

Copyrights, Patents and Trademarks. (ia) Concurrently herewith, Borrower hereby represents shall execute and warrants thatdeliver to Silicon an amended and restated security agreement relative to Borrower's Intellectual Property, in form and substance satisfactory to Silicon (the "IP Security Agreement"), which amends and restates that certain Intellectual Property Security Agreement dated as of March 10, 2004, between Borrower and Silicon, as supplemented by that certain Addendum to Intellectual Property Security Agreement, dated as of August 17, 2004, by Borrower in favor of Silicon. Exhibit A attached to the IP Security Agreement identifies, as of September 2005 Amendment Date, any and all Registered Copyrights of Borrower (collectively, the date of this Agreement"Existing Registered Copyrights"). Except for the Existing Registered Copyrights, Borrower does not have any maskworks, computer software, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s 's maskworks, computer software, or other copyrights, unless Borrower has provided Lender Silicon not less than 30 15 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender Silicon such security agreement(s) and other documentation (in form and substance reasonably satisfactory to LenderSilicon) which Lender Silicon in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (iib) Promptly upon Silicon's request, Borrower will identify to Lender Silicon in writing (i) any and all Registered Copyrights, and (ii) any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon Lender’s request therefor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or applicationOffice. (iiic) Borrower will: (xi) protect, defend and maintain the validity and enforceability of Borrower’s 's material copyrights, patents, and trademarks; (yii) promptly advise Lender Silicon in writing of material infringements of Borrower’s 's copyrights, patents, or trademarks of which Borrower is or becomes aware; and (ziii) not allow any material item of Borrower’s 's copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s Silicon's written consent.

Copyrights, Patents and Trademarks. (ia) Concurrently herewith, Borrower hereby represents shall execute and warrants thatdeliver to Silicon a security agreement relative to Borrower’s Intellectual Property, in form and substance satisfactory to Silicon (the “IP Security Agreement”). Exhibit A attached to the IP Security Agreement identifies, as of the date of this Agreement, any and all Registered Copyrights of Borrower does not have any maskworks(collectively, computer softwarethe “Existing Registered Copyrights”). Except for the Existing Copyright Registrations, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender Silicon not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender Silicon such security agreement(s) and other documentation (in form and substance reasonably satisfactory to LenderSilicon) which Lender Silicon in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (iib) Borrower will identify to Lender Silicon in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon LenderSilicon’s request therefor, promptly execute and deliver to Lender Silicon such security agreement(s) and other documentation (in form and substance reasonably satisfactory to LenderSilicon) which Lender Silicon in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application. (iiic) Borrower will: (xi) protect, defend and maintain the validity and enforceability of Borrower’s respective copyrights, patents, and trademarks; (yii) promptly advise Lender Silicon in writing of material infringements of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (ziii) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without LenderSilicon’s written consent.

Copyrights, Patents and Trademarks. (i) Borrower hereby represents Exhibit C contains a list of all registrations and warrants that, as of applications for Copyrights owned by Grantor in its own name on the date hereof; (ii) Exhibit D contains a list of this Agreementall registrations and applications for Patents owned by Grantor in its own name on the date hereof; (iii) Exhibit E contains a list of all registrations and applications for Trademarks owned by Grantor in its own name on the date hereof; (iv) Exhibit F contains a list of each Copyright License, Borrower does Patent License and Trademark License to which Grantor is a party; (v) each Copyright, Patent and Trademark set forth on Exhibit C, Exhibit D, and Exhibit E is on the date hereof valid, subsisting, unexpired, enforceable and has not have been cancelled or abandoned; (vi) except as set forth in any maskworksof Exhibit C, computer softwareExhibit D or Exhibit E, or other copyrightsnone of such Copyrights, that are registered (or are Patents and Trademarks set forth therein is on the date hereof the subject of any licensing or franchise agreement pursuant to which Grantor is the licensor or franchisor (except as set forth on Exhibit F); (vii) to the best of Grantor's knowledge after due inquiry, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of any Copyright, Patent or Trademark in any respect that could reasonably be expected to have a Material Adverse Effect; and (viii) to the best of Grantor's knowledge after due inquiry, no action or proceeding is pending on the date hereof (x) seeking to limit, cancel or question the validity of any Copyright, Patent or Trademark, or (y) which, if adversely determined, could reasonably be expected have a Material Adverse Effect on the value of any Copyright, Patent or Trademark. (b) Grantor (either itself or through licensees or sublicensees) will (i) continue to use each material Trademark to the extent it has rights to such Trademark on each and every trademark class of goods or services applicable to its current line as reflected in its current catalogs, brochures and price lists, if any, in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) employ each material Trademark with the appropriate notice of registration, (iv) not adopt or use any mark which is confusingly similar or a colorable imitatxxx of such Trademark unless the Trustee, for the ratable benefit of the Holders, shall obtain a perfected first priority security interest in such mark pursuant to this Agreement, and (v) not do (and not permix xxy licensee or sublicensee thereof to do) any act or knowingly omit to do any act whereby such Trademark may reasonably be expected to become invalidated unless the Grantor determines in its prudent business judgment that such Trademark is no longer useful in the operation of its business. (c) Grantor will not do any act, or omit to do any act, whereby any Patent may become abandoned or dedicated if such abandonment or dedication could reasonably be expected have a Material Adverse Effect. (d) Grantor will notify the Trustee immediately if it knows, or has reason to know, that any application for registration) with or registration relating to any material Patent or Trademark may become abandoned or dedicated, or of any adverse determination or development (including without limitation, the institution of, or any such determination or development in, any proceeding in the United States Copyright Office. Borrower hereby covenants Patent and agrees that Borrower will NOT Trademark Office or any court or tribunal in any country) regarding Grantor's ownership of any Patent or Trademark material to the business of Grantor or its right to register with the United States Copyright Office (same or apply for such registration of) to keep and maintain the same and of any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement action Grantor is taking in respect of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or applicationevent. (iie) Borrower will identify to Lender in writing Whenever Grantor, either by itself or through any and all patents and trademarks of Borrower that are registered (agent, employee, licensee or designee, shall file an application for the subject registration of any application for registration) Patent or Trademark with the United States Patent and Trademark Office andor any similar office or agency in any other country or any political subdivision thereof, upon Lender’s request therefor, promptly Grantor shall report such filing to the Trustee within thirty (30) days after the last day of the fiscal quarter in which such filing occurs. Grantor shall execute and deliver any and all agreements, instruments, documents, and papers as may be necessary or appropriate or as the Trustee may reasonably request to Lender such evidence, perfect and/or maintain the perfection of the Trustee's and the Holders' security agreement(sinterest in any Patent or Trademark and the goodwill and general intangibles of Grantor relating thereto or represented thereby and shall deliver to the Trustee an Officer's Certificate as to compliance with this subparagraph (e). (f) Consistent with Grantor's reasonable business judgment, Grantor will take all reasonable and other documentation (necessary steps, including without limitation, in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with any proceeding before the United States Patent and Trademark Office with respect Office, or any similar office or agency in any other country or any political subdivision thereof, as applicable, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Patents and Trademarks material to the business of Grantor, including without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability and, as to Patents, the payment of maintenance fees, except where the failure to take such registration or applicationaction could not have a Material Adverse Effect. (iiig) Borrower will: In the event that any Patent or Trademark is infringed, misappropriated or diluted by a third party, which infringement, misappropriation or dilution could reasonably be expected to have a Material Adverse Effect, Grantor shall upon receipt of knowledge of such infringement, misappropriation or dilution, promptly (xi) protecttake such actions as Grantor shall reasonably deem appropriate under the circumstances to protect such Patent or Trademark and (ii) if such Patent or Trademark is of material economic value, defend promptly notify the Trustee after it learns thereof and, consistent with Grantor's reasonable business judgment, sue for infringement, misappropriation or dilution, seek xxxunctive relief where appropriate and recover any and all damages for such infringement, misappropriation or dilution. (h) Grantor (either itself or through licensees or sublicensees) will (i) employ the appropriate notice of copyright for each published Work subject to copyright protection to the extent necessary to protect the Copyright relating to such Work and (ii) not do (and not permit any licensee or sublicensee thereof to do) any act or knowingly omit to do any act whereby any material Copyright may become invalidated, except where the failure to take any such action could not reasonably be expected to have a Material Adverse Effect. (i) Grantor will not (either itself or through licensees) do any act, or omit to do any act, whereby any material Copyright may reasonably be expected to become injected into the public domain, except where the failure to take any such action could not reasonably be expected to have a Material Adverse Effect. (j) Grantor will notify the Trustee immediately if it knows, or has reason to know, that any Copyright may become injected into the public domain or of any adverse determination or development (including without limitation, the institution of, or any such determination or development in, any proceeding in any court or tribunal in any country) regarding Grantor's ownership of any such Copyright or its validity and of any action Grantor is taking in respect of such event. (k) Whenever Grantor, either by itself or through any agent, employee licensee, sublicensee or designee, shall file an application for the registration of any Copyright with the United States Copyright Office or any similar office in any other country or political subdivision thereof, Grantor shall report such filing to the Trustee within thirty (30) days after the last day of the fiscal quarter in which such filing occurs. Grantor shall execute and deliver any and all agreements, instruments, documents and papers and make such recordings and filings as shall be necessary or appropriate or as the Trustee reasonably may request to evidence, perfect and/or maintain the validity perfection of the Trustee's and enforceability the Holders' security interest in such Copyright and shall deliver to the Trustee an Officer's Certificate as to compliance with this subparagraph (k). (l) Consistent with the Grantor's reasonable business judgment, Grantor will take all reasonable and necessary steps in accordance with its reasonable business judgment to maintain and pursue each application (and to obtain the relevant registration) and to maintain to the extent permitted by law each registration of Borrower’s copyrightseach material Copyright owned by Grantor including without limitation, patentsfiling of applications for renewal, where necessary. (m) Grantor will promptly notify the Trustee of any material infringement of any Copyright owned by it of which Grantor becomes aware and which infringement could reasonably be expected to have a Material Adverse Effect, and trademarks; (y) promptly advise Lender in writing Grantor shall upon receipt of material infringements knowledge of Borrower’s copyrightssuch infringement take all actions it reasonably deems appropriate under the circumstances to protect such Copyright, patentsincluding, where appropriate, the bringing of suit or trademarks the settling of which Borrower is actual or becomes aware; potential suits for infringement, seeking injunctive relief and (z) not allow seeking to recover any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentand all damages for such infringement.

Copyrights, Patents and Trademarks. (a) Except as could not reasonably be expected to have a Material Adverse Effect, such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is immaterial, (i) Borrower hereby represents maintain as in the past the quality of services offered under such Trademark, (ii) maintain such Trademark in full force and warrants thateffect, as free from any claim of abandonment for non-use, (iii) employ such Trademark with the appropriate notice of registration, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the date of Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to this Agreement, Borrower does and (v) not have (and not permit any maskworks, computer softwarelicensee or sublicensee thereof to) do any act, or other copyrightsknowingly omit to do any act, that are registered whereby any Trademark may become invalidated. (or are the subject of any application for registrationb) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower Except as could not reasonably be expected to have a Material Adverse Effect, such Grantor will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworksnot, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office except with respect to any Patent that such registration Grantor shall reasonably determine is immaterial, do any act, or applicationknowingly omit to do any act, whereby any Patent may become abandoned or dedicated. (iic) Borrower Except as could not reasonably be expected to have a Material Adverse Effect, such Grantor will identify not, except with respect to Lender in writing any Copyright that such Grantor shall reasonably determine is immaterial, do any act, or knowingly omit to do any act, whereby any Copyright may become abandoned or dedicated. (d) Except as could not reasonably be expected to have a Material Adverse Effect, such Grantor will notify the Administrative Agent and all patents and trademarks of Borrower the other Secured Parties promptly if it knows, or has reason to know, that are registered (any application or the subject registration relating to any Copyright, Patent or Trademark may become abandoned or dedicated, or of any application for registration) with adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office andor the United States Copyright Office) regarding such Grantor’s ownership of any Copyright, upon Lender’s request thereforPatent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require either by itself or through any agent, employee, licensee or designee, shall file an application for filing the registration of any Copyright, Patent or Trademark with the United States Copyright Office or the United States Patent and Trademark Office Office, such Grantor shall report such filing to the Administrative Agent and the other Secured Parties within fifteen (15) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Annex II, and such Grantor hereby constitutes the Administrative Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with respect to such registration or applicationan interest is irrevocable until the Secured Obligations are paid in full and the Commitments are terminated. (iiif) Borrower will: Except as could not reasonably be expected to have a Material Adverse Effect, such Grantor will take all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Copyright Office or the United States Patent and Trademark Office, to maintain and pursue each application (xand to obtain the relevant registration) protect, defend and to maintain the validity registration of each Copyright, Patent and enforceability Trademark, including, without limitation, filing of Borrower’s copyrightsapplications for renewal, patentsaffidavits of use and affidavits of incontestability. (g) Except as could not reasonably be expected to have a Material Adverse Effect, in the event that any Copyright, Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Administrative Agent and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrightsthe other Secured Parties after it learns thereof and shall, patentsunless such Grantor shall reasonably determine that such Copyright, Patent or trademarks of which Borrower Trademark is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks immaterial to be abandoned, forfeited or dedicated to the public without Lender’s written consentsuch Grantor.

Copyrights, Patents and Trademarks. (ia) Borrower hereby represents and warrants that, as of the date of this Agreement, Borrower does not have any maskworks, computer software, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender the Administrative Agent not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) the Administrative Agent (at the direction of the Lenders), which Lender in its good faith business judgment their sole and absolute discretion may require for filing with the United States Copyright Office with respect to such registration or application. (iib) Borrower will identify to Lender in writing any Annex D sets forth under the name of Xxxxxxxx a complete and correct list of all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon Lenderthe Administrative Agent’s request therefor, promptly execute and deliver to Lender the Administrative Agent such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lenderthe Administrative Agent (at the direction of the Lenders)) which Lender the Lenders in its good faith business judgment their sole and absolute discretion may require for filing with the United States Patent and Trademark Office with respect to such registration or application. (iiic) Borrower will: (x) protect, defend and maintain the validity and enforceability of Borrower’s copyrights, patents, and trademarks; (y) promptly advise Lender the Administrative Agent (for distribution to the Lenders) in writing of material infringements infringements, misappropriations or violations of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s the written consentconsent of the Administrative Agent (at the direction of the Lenders).

Copyrights, Patents and Trademarks. (i) Borrower hereby represents and warrants thatTo the knowledge of each Grantor, as of the date Closing Date, each issued material Patent and Trademark of this Agreement, Borrower does not have any maskworks, computer software, or other copyrights, such Grantor that are registered (or are is listed on Schedule 3.12(a) to the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice Disclosure Letter of the commencement Purchase Agreement is valid, subsisting, unexpired, enforceable and has not been abandoned, except in the ordinary course of business or where such registration/application and Borrower has executed and delivered lapse or abandonment would not reasonably be likely to Lender such security agreement(s) and other documentation (result in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or applicationa Material Adverse Effect. (ii) Borrower will identify to Lender in writing No holding, decision or judgment has been rendered by any and all patents and trademarks of Borrower Governmental Authority that are registered (would limit, cancel or question the subject validity of any application for registration) with the United States material Patent and Trademark Office and, upon Lender’s request therefor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or applicationof any Grantor. (iii) Borrower will: (x) protectTo the knowledge of each Grantor, defend and maintain all applications pertaining to the validity and enforceability of Borrower’s copyrights, patentsmaterial Copyrights, and trademarks; material Patents and Trademarks of each Grantor have been duly and properly filed, and all registrations or letters pertaining to such material Copyrights, Patents and Trademarks have been duly and properly filed and issued, and that there are no unpaid maintenance, annuity or renewal currently overdue for any of the material Patents or Trademarks. (yiv) promptly advise Lender No Grantor has made any assignment or agreement in writing conflict with the security interest in the Intellectual Property of material infringements any Grantor hereunder. (v) Each Grantor and each of Borrower’s copyrightsits Subsidiaries, patentsowns, or trademarks possesses the right to use, all of which Borrower the Intellectual Property that is used in or becomes aware; reasonably necessary for the operation of their respective businesses, without known infringement or misappropriation of or conflict with the rights of any other Person. (vi) To the knowledge of each Grantor, neither the conduct of the business of such Grantor and (z) not allow each of its Subsidiaries nor any slogan or other advertising device, product, process, method, substance, part or other material item of Borrower’s copyrights, patentsnow employed, or trademarks now contemplated to be abandonedemployed by such Grantor or any of its Subsidiaries is known to infringe, forfeited misappropriate, dilute or dedicated otherwise violate any rights held by any other Person. (vii) Except as set forth on Schedule 5.11(a)(iii) to the public without Lender’s written consentDisclosure Letter, no Grantor or any Subsidiary thereof pays or owes any milestone payments, royalty payments, upfront payments, license payments and similar payments to any Person with respect to any Intellectual Property. (viii) As of the Closing Date, no proceeding, claim or litigation regarding any of the foregoing is pending or threatened in writing.

Copyrights, Patents and Trademarks. (i) Borrower hereby represents Exhibit A includes all Copyrights and warrants that, as of Copyright Licenses owned --------- by each Grantor in its own name on the date hereof; (ii) Exhibit B includes --------- all Patents and Patent Licenses owned by each Grantor in its own name on the date hereof; (iii) Exhibit C includes all Trademarks and Trademark --------- Licenses owned by each Grantor in its own name on the date hereof; (iv) each Copyright, Patent and Trademark is on the date hereof valid, subsisting, unexpired, enforceable and has not been abandoned; (v)except as set forth in any of this AgreementExhibit A, Borrower does not have any maskworksExhibit B or Exhibit C, computer softwarenone of such --------- --------- --------- Copyrights, or other copyrights, that are registered (or are Patents and Trademarks is on the date hereof the subject of any application for registrationlicensing or franchise agreement; (vi) with to the United States Copyright Office. Borrower hereby covenants best of each Grantor's knowledge after due inquiry, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of any Copyright, Patent or Trademark in any respect that could reasonably be expected have a Material Adverse Effect; and agrees that Borrower will NOT register with (vii) to the United States Copyright Office best of each Grantor's knowledge after due inquiry, no action or proceeding is pending on the date hereof (1) seeking to limit, cancel or apply for such registration of) question the validity of any of Borrower’s maskworksCopyright, computer softwarePatent or Trademark, or other copyrights(2) which, unless Borrower has provided Lender not less than 30 days prior written notice if adversely determined, could reasonably be expected have a Material Adverse Effect on the value of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration any Copyright, Patent or applicationTrademark. (b) Each Grantor (either itself or through licensees or sublicensees) will (i) continue to use each material Trademark on each and every trademark class of goods or services applicable to its current line as reflected in its current catalogs, brochures and price lists, if any, in order to maintain such Trademark in full force free from any claim of abandonment for non-use, (ii) Borrower will identify to Lender maintain as in writing any the past the quality of products and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office andservices offered under such Trademark, upon Lender’s request therefor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application. (iii) Borrower will: employ each material Trademark with the appropriate notice of registration, (xiv) protectnot adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless the Trustee, defend and maintain for the validity and enforceability ratable benefit of Borrower’s copyrightsthe Holders, patentsshall obtain a perfected first priority security interest in such xxxx pursuant to this Agreement, and trademarks; (yv) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patentsnot (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may reasonably be expected to become invalidated. (c) The Grantors will not do any act, or trademarks of which Borrower is or becomes aware; and (z) not allow omit to do any material item of Borrower’s copyrightsact, patents, or trademarks to be abandoned, forfeited whereby any Patent may become abandoned or dedicated to the public without Lender’s written consent.if such abandonment or dedication could reasonably be expected have a Material Adverse Effect. 12

Copyrights, Patents and Trademarks. (a) Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is not material to its business, (i) Borrower hereby represents maintain as in the past the quality of services offered under such Trademark, (ii) maintain such Trademark in full force and warrants thateffect, as free from any claim of abandonment for non-use, (iii) employ such Trademark with the date appropriate notice of this Agreementregistration, Borrower does and (iv) not have (and not permit any maskworkslicensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any such Trademark may become invalidated. (b) Such Grantor will not, computer softwareexcept with respect to any Patent that such Grantor shall reasonably determine is not material to its business, do any act, or omit to do any act, whereby any such Patent may become abandoned or dedicated. (c) Such Grantor will not, except with respect to any Copyright that such Grantor shall reasonably determine is not material to its business, do any act, or omit to do any act, whereby any such Copyright may become abandoned or dedicated. (d) Such Grantor will notify the Administrative Agent and the other copyrightsSecured Parties promptly if it knows, or has reason to know, that are registered (any application or are the subject registration relating to any Copyright, Patent or Trademark material to such Grantor’s business may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of any such Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for registration) the registration of any Copyright, Patent or Trademark with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office andor any similar office or agency in any other country or any political subdivision thereof, upon Lender’s Parent shall report such filing to the Administrative Agent and the other Secured Parties in the Compliance Certificate delivered for the Fiscal Quarter in which such filing occurs. Upon request thereforof the Administrative Agent, promptly such Grantor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Annex II, and any and all other agreements, instruments, documents, and papers as the Administrative Agent may request to Lender such evidence the Administrative Agent’s and the other Secured Parties’ security agreement(sinterest in any registered Copyright, Patent or Trademark (or any application for the registration thereof) and other documentation the goodwill and General Intangibles of such Grantor relating thereto or represented thereby, and such Grantor hereby constitutes the Administrative Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Secured Obligations are paid in full and the Commitments are terminated. (f) Such Grantor will take all reasonable and necessary steps, including, without limitation, in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with any proceeding before the United States Copyright Office, the United States Patent and Trademark Office with respect Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Copyrights, Patents and Trademarks material to such registration or applicationGrantor’s business, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (iiig) Borrower will: (x) protectIn the event that any Copyright, defend Patent or Trademark included in the Collateral that is material to such Grantor’s business is infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Administrative Agent after it learns thereof and maintain shall, unless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is not material to the validity business to such Grantor, promptly xxx for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and enforceability of Borrower’s copyrightsto recover any and all damages for such infringement, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patentsmisappropriation or dilution, or trademarks of which Borrower is take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentTrademark.

Copyrights, Patents and Trademarks. (ia) Borrower hereby represents Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is immaterial, (i)maintain such Trademark in full force and warrants thateffect, as free from any claim of abandonment for non-use, (ii) employ such Trademark with the date appropriate notice of this Agreementregistration, Borrower does and (iii) not have (and not knowingly permit any maskworks, computer softwarelicensee or sublicensee thereof to) do any act, or other copyrightsknowingly omit to do any act, whereby any Trademark becomes invalidated. (b) Such Grantor will not, except with respect to any Patent that such Grantor shall reasonably determine is immaterial, do any act, or knowingly omit to do any act, whereby any Patent becomes abandoned or dedicated. (c) Such Grantor will not, except with respect to any Copyright that such Grantor shall reasonably determine is immaterial, do any act, or knowingly omit to do any act, whereby any Copyright becomes abandoned or dedicated. (d) Such Grantor will notify the Security Agent and the Secured Parties immediately if it knows, or has reason to know, that are registered (any application or are the subject registration relating to any Copyright, Patent or Trademark may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of any Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for registration) the registration of any Copyright, Patent or Trademark with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Grantor shall report such filing to the Security Agent and the Secured Parties within ten (10) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Security Agent, such Grantor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Annex II, and a ny and all other agreements, instruments, documents, and papers as the Security Agent may request to evidence the Security Agent’s security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby, and, upon Lender’s request thereforthe occurrence and during the continuance of an Event of Default, promptly such Grantor hereby constitutes the Security Agent its attorney-in-fact to execute and deliver to Lender file all such security agreement(swritings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Secured Obligations are paid in full. (f) Such Grantor will take all reasonable and other documentation (necessary steps, including, without limitation, in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with any proceeding before the United States Copyright Office, the United States Patent and Trademark Office with respect Office, or any similar office or agency in any other country or any political subdivision thereof, to such maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration or applicationof the Copyrights, Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (iiig) Borrower will: (x) protectIn the event that any Copyright, defend Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Security Agent and maintain the validity Secured Parties after it learns thereof and enforceability of Borrower’s copyrightsshall, patentsunless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is immaterial to such Grantor which determination such Grantor shall promptly report to the Security Agent and the Secured Parties, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrightstake such actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, patents, Patent or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentTrademark.

Copyrights, Patents and Trademarks. (a) Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is immaterial, (i) Borrower hereby represents maintain as in the past the quality of services offered under such Trademark, (ii) maintain such Trademark in full force and warrants thateffect, as free from any claim of abandonment for non-use, (iii) employ such Trademark with the appropriate notice of registration, (iv) not adopt or use any mxxx which is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent, for the ratable benefit of the date of Secured Parties, shall obtain a perfected security interest in such mxxx pursuant to this Agreement, Borrower does and (v) not have (and not permit any maskworkslicensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any Trademark may become invalidated. (b) Such Grantor will not, computer softwareexcept with respect to any Patent that such Grantor shall reasonably determine is immaterial, do any act, or omit to do any act, whereby any Patent may become abandoned or dedicated. (c) Such Grantor will not, except with respect to any Copyright that such Grantor shall reasonably determine is immaterial, do any act, or omit to do any act, whereby any Copyright may become abandoned or dedicated. (d) Such Grantor will notify the Administrative Agent and the other copyrightsSecured Parties immediately if it knows, or has reason to know, that are registered (any application or are the subject registration relating to any Copyright, Patent or Trademark may become abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of any Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for registration) the registration of any Copyright, Patent or Trademark with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office andor any similar office or agency in any other country or any political subdivision thereof, upon Lender’s such Grantor shall report such filing to the Administrative Agent and the other Secured Parties within ten (10) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request thereforof the Administrative Agent, promptly such Grantor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Annex II, and any and all other agreements, instruments, documents, and papers as the Administrative Agent may request to Lender evidence the Administrative Agent’s and the other Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such security agreement(sGrantor relating thereto or represented thereby, and such Grantor hereby constitutes the Administrative Agent its attorney-in-fact to execute and file all such writings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Secured Obligations are paid in full and the Commitments are terminated. (f) Such Grantor will take all reasonable and other documentation (necessary steps, including, without limitation, in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with any proceeding before the United States Copyright Office, the United States Patent and Trademark Office with respect Office, or any similar office or agency in any other country or any political subdivision thereof, to such maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration or applicationof the Copyrights, Patents and Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. (iiig) Borrower will: (x) protectIn the event that any Copyright, defend Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Administrative Agent and maintain the validity other Secured Parties after it learns thereof and enforceability of Borrower’s copyrightsshall, patentsunless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is immaterial to such Grantor which determination such Grantor shall promptly report to the Administrative Agent and trademarks; (y) the other Secured Parties, promptly advise Lender in writing of material infringements of Borrower’s copyrightssxx for infringement, patentsmisappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement, misappropriation or dilution, or trademarks of which Borrower is take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or becomes aware; and Trademark. (zh) not allow any Such Grantor shall maintain each material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentIP License.

Copyrights, Patents and Trademarks. (i) Borrower hereby represents The Disclosure Schedule lists those patents, patent applications, trademark registrations and warrants that, as of the date of this Agreement, Borrower does not have any maskworks, computer software, or other copyrights, copyrights that are registered in the name of any of the Sellers and which are used in and necessary for the Business (the "Registrations"). To the knowledge of the Sellers, Company has good title to, or are possesses adequate right to use, its respective Registrations, and all other unregistered copyrights and trademarks, trade names, inventions, processes, designs, formulae, trade secrets, know-how, and other proprietary rights (collectively, the "Intellectual Property") necessary for the conduct of the Business. To the knowledge of the Sellers, Company has the sole and exclusive right to the Intellectual Property reflected in the Registrations, and, except as set forth in the Disclosure Schedule, Sellers have taken reasonable steps and precautions to protect and prevent the disclosure of the Intellectual Property which is not disclosed by a Registration and is material to the Business. Except as set forth in the Disclosure Schedule, to the knowledge of Sellers, none of the Registrations or Intellectual Property of Company is subject to any outstanding order, decree, judgment, stipulation or agreement restricting its scope of use or is the subject of any application for registration) with pending or threatened proceeding and there are no licenses, sublicenses, or agreements now in effect relating to the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) use by others of any of Borrower’s maskworksthe foregoing. To the knowledge of the Sellers, Company has not infringed or violated, and the conduct of the Business as presently conducted does not infringe or violate, any patent, trademark, trade name, trade secret, or other intellectual property right of any other person or entity, and no such claim is pending, has been made, or, to the knowledge of the Sellers, is threatened to such effect. The Sellers have no knowledge of any current or past infringement by others of the Registrations or Intellectual Property. The Company or Sellers have provided to Cobalt copies of all written reports of tests that the Sellers have conducted to ascertain whether any of the computer software, firmware or other copyrightshardware used in the Business will malfunction, unless Borrower has provided Lender not less than 30 days prior written notice will cease to function, will generate incorrect data or will produce incorrect results as a result of processing, providing or receiving (i) date-related data into and between the commencement of such registration/application twentieth and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration twenty-first centuries or application. (ii) Borrower will identify to Lender date-related data in writing connection with any valid date in the twentieth and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon Lender’s request therefor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or applicationtwenty-first centuries. (iii) Borrower will: (x) protect, defend and maintain the validity and enforceability of Borrower’s copyrights, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consent.

Copyrights, Patents and Trademarks. (a) Such Grantor (either itself or through licensees) will, except with respect to any Trademark that such Grantor shall reasonably determine is immaterial, (i) Borrower hereby represents maintain as in the past the quality of services offered under such Trademark, (ii) maintain such Trademark in full force and warrants thateffect, as free from any claim of abandonment for non-use, (iii) employ such Trademark with the appropriate notice of registration, (iv) not adopt or use any xxxx which is confusingly similar or a colorable imitation of such Trademark unless Lender, for the ratable benefit of the date of Secured Parties, shall obtain a perfected security interest in such xxxx pursuant to this Agreement, Borrower does and (v) not have (and not permit any maskworks, computer softwarelicensee or sublicensee thereof to) do any act, or knowingly omit to do any act, whereby any Trademark may become invalidated. (b) Such Grantor will not, except with respect to any Patent that such Grantor shall reasonably determine is immaterial, do any act, or knowingly omit to do any act, whereby any Patent may become abandoned or dedicated. (c) Such Grantor will not, except with respect to any Copyright that such Grantor shall reasonably determine is immaterial, do any act, or knowingly omit to do any act, whereby any Copyright may become abandoned or dedicated. (d) Such Grantor will notify Lender and the other copyrightsSecured Parties immediately if it knows, or has reason to know, that are registered (any application or are the subject registration relating to any Copyright, Patent or Trademark may become abandoned or dedicated, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor's ownership of any Copyright, Patent or Trademark or its right to register the same or to keep and maintain the same. (e) Whenever a Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for registration) the registration of any Copyright, Patent or Trademark with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office andor any similar office or agency in any other country or any political subdivision thereof, upon such Grantor shall report such filing to Lender and the other Secured Parties within five (5) Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of Lender’s request therefor, promptly such Grantor shall execute and deliver an Intellectual Property Security Agreement substantially in the form of Annex II, and any and all other agreements, instruments, documents, and papers as Lender may request to evidence Lender's and the other Secured Parties' security interest in any Copyright, Patent or Trademark and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby, and such Grantor hereby constitutes Lender its attorney-in-fact to execute and file all such security agreement(swritings for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed; such power being coupled with an interest is irrevocable until the Secured Obligations are paid in full and the Commitments are terminated; provided, that Lender shall not exercise the foregoing constitution of Lender as such Grantor’s attorney-in-fact for the purposes in this clause (e) unless and other documentation until an Event of Default shall have occurred and be continuing. (f) Such Grantor will take all commercially reasonable and all necessary steps, including in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with any proceeding before the United States Copyright Office, the United States Patent and Trademark Office with respect Office, or any similar office or agency in any other country or any political subdivision thereof, to such maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration or applicationof 6609707.v9 4822-2187-5943 v2 Copyrights, Patents and Trademarks which is material to the Grantors, including filing of applications for renewal, affidavits of use and affidavits of incontestability. (iiig) Borrower will: In the event that any Copyright, Patent or Trademark included in the Collateral is infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify Lender and the other Secured Parties after it learns thereof and shall, unless such Grantor shall reasonably determine that such Copyright, Patent or Trademark is immaterial to such Grantor which determination such Grantor shall promptly report to Lender and the other Secured Parties, promptly take all such commercially reasonable actions (x) protectwhich may include suing for infringement, defend misappropriation or dilution, to seek injunctive relief where appropriate and maintain the validity to recover any and enforceability of Borrower’s copyrightsall damages for such infringement, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patentsmisappropriation or dilution), or trademarks of which Borrower is take such other actions as such Grantor shall reasonably deem appropriate under the circumstances to protect such Copyright, Patent or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consentTrademark.