Common use of Covenants and Agreements Clause in Contracts

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents.

Covenants and Agreements. Each Grantor hereby covenants and agrees as followsthat: (i) except where for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such act Grantor shall defend the Collateral against all Persons at any time claiming any interest therein; (ii) it shall not produce, use or failure permit any Collateral to omission be used unlawfully or in violation of any provision of this Agreement or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral if such violation could not reasonably be expected to have a Material Adverse Effect; (iii) it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Collateral Agent in writing, by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto, at least fifteen (15) days prior to any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business, chief executive office or jurisdiction of organization or trade name and providing such other information in connection therewith as the Collateral Agent may reasonably request and (b) taken all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby; (iv) if the Collateral Agent or any other Secured Party gives value to enable Grantor to acquire rights in or the use of any Collateral, it shall not do use such value for such purposes and such Grantor further agrees that repayment of any act or omit to do any act whereby any Obligation shall apply on a “first-in, first-out” basis so that the portion of the Material Intellectual Property of value used to acquire rights in any Collateral shall be paid in the chronological order such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted acquired rights therein; (iiv) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith and as could otherwise provided in the Credit Agreement; provided, such Grantor shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against such Grantor or any of the Collateral as a result of the failure to make such payment; (vi) upon such Grantor or any Senior Officer of such Grantor obtaining actual knowledge thereof, it shall promptly notify the Collateral Agent in writing of any event that would reasonably be expected to have a Material Adverse EffectEffect on the value of the Collateral or any material portion thereof, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use ability of any of such Trademarks Grantor or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that to dispose of the Collateral or any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceablematerial portion thereof, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent rights and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion remedies of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade SecretsCollateral Agent in relation thereto, including, without limitation, entering into confidentiality agreements the levy of any legal process against the Collateral or any portion thereof; (vii) it shall not take or permit any action which would reasonably be expected to materially impair the Collateral Agent’s rights in the Collateral; and (viii) it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as otherwise permitted in accordance with employees and labeling and restricting access to secret information and documentsthe Credit Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effectfor Permitted Sales, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except for Permitted Sales and except as could not reasonably may otherwise be expected to have a Material Adverse Effectcommercially reasonable, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary use commercially reasonable efforts to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty days of the creation or acquisition of any Copyrightable copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iv) except where it shall, not later than the failure next following date upon which reports are required to do so could not reasonably be expected delivered pursuant to have a Material Adverse EffectSection 5.1(b) of the Credit Agreement, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registryregistry or (with respect to any item of Intellectual Property that is material to the conduct of Grantors' business) any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate Schedule 5 (as such schedules schedule may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all actions appropriate in its reasonable actions business judgment to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited toif appropriate, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could it shall, not reasonably later than the next following date upon which reports are required to be expected delivered pursuant to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control toSection 5.1(b) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated Credit Agreement, promptly (but in no event more than thirty days after any Grantor obtains knowledge thereof) report to Collateral Agent: (y) the filing of any application to register any Intellectual Property owned by such Grantor with the United States Patent and Trademark Office, the United States Copyright Office, or otherwise impaired any state registry or (with respect to any item of Intellectual Property that is material to the conduct of the Grantors' business) foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (Bz) do the registration of any act or omit such Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion Collateral Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domain;Exhibit A attached hereto, together with a supplement to Schedule 5 hereto; and (viii) except as could not reasonably be expected it shall, promptly upon the reasonable request of Collateral Agent, execute and deliver to have a Material Adverse EffectCollateral Agent any document required to acknowledge, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeconfirm, misappropriateregister, record, or violate perfect Collateral Agent's interest in any part of the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse EffectIntellectual Property, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentswhether now owned or hereafter acquired.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act It will not, nor will it permit any of its licensees (or failure to omission could not reasonably be expected to have a Material Adverse Effectsublicensees) to, it shall not knowingly do any act act, or omit to do any act act, whereby any material Patent included in the Collateral and that is related to the conduct of the Material Intellectual Property of such Grantor its business may lapse, become invalidated or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in and it shall continue to xxxx any products covered by a Patent with the public domain, or, in the case of a Trade Secret, lose relevant patent number as necessary to establish and preserve its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;maximum rights under applicable patent laws. (ii) except as could not reasonably be expected It will (either directly or through its licensees or its sublicensees), for each material Trademark included in the Collateral that is related to have a Material Adverse Effectthe conduct of its business, it shall not(A) maintain such Trademark in full force free from any claim of abandonment or invalidity for non-use, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to (B) maintain the level of the quality of products sold and services rendered offered under any of such Trademark, (C) display such Trademark at a level at least substantially consistent with notice of Federal or other analogous registration to the quality of such products extent necessary to establish and services as of the date hereofpreserve its rights under applicable law, and each Grantor shall take all steps necessary (D) not knowingly use or knowingly permit any of its licensees or sublicensees to insure that licensees of such Trademarks use such consistent standards Trademark in violation of quality;any third party’s valid and legal rights. (iii) except where such failure to register could not reasonably be expected to have It will (either directly or through its licensees or its sublicensees), for each work covered by a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright included in the United States Copyright Office;Collateral that is related to the conduct of its business, continue to publish, reproduce, display, adopt and distribute the material work with appropriate copyright notice as necessary to establish and preserve its maximum rights under applicable copyright laws. (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall It will promptly notify the Collateral Administrative Agent in writing if it knows that any item of Material Intellectual Property included in the Collateral material to the conduct of its business may become (x) abandoned abandoned, lost or dedicated to the public or placed in the public domain, (y) invalid or unenforceablepublic, or (z) subject to of any adverse determination or development (including the institution of proceedings) in of, or any action such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office, or any similar offices or tribunals in the United States of America or any other country) regarding such Grantor’s ownership of any such Intellectual Property, its right to register the same, or to keep and maintain the same. (v) In no event shall it, either directly or through any agent, employee, licensee or designee, file an application for any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any state registry;similar offices in the United States of America or any other country, unless it promptly notifies the Administrative Agent in writing thereof and, upon request of the Administrative Agent, executes and delivers any and all agreements, instruments, documents and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent’s security interest in such Intellectual Property, and such Grantor hereby appoints the Administrative Agent as its attorney-in-fact to execute and file 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. (vvi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall It will take all reasonable necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any state registrysimilar offices or tribunals in the United States of America or any other country, to maintain and pursue any each material application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material relating to its business which is now or shall become the Intellectual Property included in the Material Intellectual Property including, but not limited to, those items Collateral owned or held by it or on Schedules 11(a), 11(b), its behalf (and 11(cto obtain the relevant grant or registration) and to maintain each issued Patent and each registered Trademark and Copyright included in the Collateral that is material to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effectconduct of its business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent, in good faith, with reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. In the event that it has reason to believe that any Material Intellectual Property owned by or exclusively licensed included in the Collateral material to any Grantor is or the conduct of its business has been or is about to be infringed, misappropriated, misappropriated or diluted by a third party, such Grantor it promptly shall notify the Administrative Agent in writing and shall, if consistent, in good faith, with reasonable business judgment, promptly take xxx for infringement, misappropriation or dilution and to recover any and all reasonable actions to stop damages for such infringement, misappropriationmisappropriation or dilution, or dilution and take such other actions consistent with reasonable business practices under the circumstances to protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages;Property. (vii) except as could not reasonably be expected to have a Material Adverse EffectDuring the continuance of an Event of Default, it shall not use its best efforts to obtain all requisite consents or approvals by the licensor of each License included in the Collateral owned or held by it or on its behalf to effect the assignment (as collateral security) of all of its right, title and shall not permit any licensee interest thereunder to the Administrative Agent or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain;designee. (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it It shall take all reasonable steps reasonably necessary to protect the secrecy of all Trade SecretsSecrets used in the conduct of its business, including, without limitation, entering into confidentiality agreements with employees and labeling and including restricting access to secret information such Trade Secrets. (ix) It shall continue to collect all amounts due or to become due to such Grantor under all material Intellectual Property included in the Collateral owned or held by it or on its behalf, and documentsdiligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Administrative Agent may reasonably deem necessary. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any relevant obligors with respect to such amounts of the Administrative Agent’s security interest therein.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not knowingly do any act or omit to do any act whereby any of the Material Intellectual Property of such Grantor may Copyrights, Amylin Patents, Trade Secrets, Trademarks, US Regulatory Approvals would lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein, except, in each case, with respect to which the Grantor has determined with the exercise of its commercially reasonable judgment that it shall or shall not take, as applicable, any such acts; (ii) except as could not reasonably be expected to have a Material Adverse Effect, (a) it shall not, with respect to any Trademarks constituting Material Intellectual Propertymaterial Trademarks, cease the use of any of such material Trademarks or (b) materially fail to maintain the level of the quality of products sold and services rendered under any of such Trademark Trademarks at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary use commercially reasonable efforts to insure that cause licensees of such Trademarks to use such consistent standards of qualityquality only in such jurisdictions where the exercise of such consistent standards of quality is required to maintain such Trademarks, except in each case, with respect to which the Grantor has determined with the exercise of its commercially reasonable judgment that it shall or shall not, as applicable, undertake such use or take such actions; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent Lilly if it knows that any item of Material Intellectual Property may the material Copyrights, Amylin Patents, Trade Secrets, Trademarks or US Regulatory Approvals has become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, the United States Food and Drug Administration (“FDA”), any state registry, any foreign counterpart of the foregoing, or any court, except, in each case, (x) for any of the foregoing occurring in the ordinary course of business or (y) to the extent that any such Copyrights, Amylin Patents, Trade Secrets, Trademarks or US Regulatory Approvals are no longer used or useful in the Business; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all commercially reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, the FDA, any state registry or any state registrycounterpart in the European Union (other than with respect to US Regulatory Approvals) of the foregoing, to pursue any application and maintain any registration or filing of each material Trademark, Amylin Patent, and Copyright Copyright, US Regulatory Approval owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property includingor US Regulatory Approvals, but not limited to, including those items on Schedules 11(a)Schedule 4.3, 11(b)except in each case for any such Trademark, and 11(c) Amylin Patent, Copyright or US Regulatory Approvals with respect to which the Perfection Certificate (as such schedules may be amended Grantor has determined with the exercise of its commercially reasonable business judgment that it shall not so apply or supplemented from time to time)pursue or maintain; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by material Copyrights, Amylin Patents, Trade Secrets or exclusively licensed Trademarks or any Grantor’s rights under the Eng License is, to any Grantor is or has been such Grantor’s knowledge, materially infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property or rights under the Eng License (to the extent not a breach thereof as it exists as of the Effective Date) including, but not limited towhere appropriate, the initiation of a suit for injunctive relief and to recover damages, except with respect to which the Grantor has determined with the exercise of its commercially reasonable judgment that it shall not take such actions; (vi) it shall promptly (but in no event more than 60 days after any Grantor obtains knowledge thereof) report to Lilly (i) the filing of any application to register any Trademark, Patent or Copyright with the United States Patent and Trademark Office, United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Trademark, Amylin Patent or Copyright by any such office, in each case by executing and delivering to Lilly a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (and shall not permit but in no event more than 60 days after any licensee or sublicensee thereof under its control toGrantor obtains knowledge thereof) report to Lilly (Ai) do the filing of any act or omit to do any act whereby any portion of US Regulatory Approvals with the Copyrights may become invalidated or otherwise impaired FDA, and (Bii) do the granting of any act or omit US Regulatory Approval by any such office, in each case by executing and delivering to do any act whereby any portion Lilly a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not execute and deliver to Lilly any document reasonably requested by Lilly (nor shall subject to Grantor’s reasonable request to redact extraneous information from said document to the licensees extent it will be publicly filed) to acknowledge, confirm, register, record, or sublicensees under its control) do perfect Lilly’s interest in any act that uses US public filing office necessary or desirable for the registration or recording of Lilly’s security interest in any Material part of the Intellectual Property to infringeand US Regulatory Approvals, misappropriatewhether now owned or hereafter acquired (including, or violate as applicable, Trademark Security Agreements, Copyright Security Agreements and Patent Security Agreements, in the intellectual property rights form of any other Person; andExhibits B, C and D, respectively); (ix) except where with the failure prior consent of Lilly (which, for any potential financing arrangements with respect to do so could Amylin Ohio, shall not reasonably be expected unreasonably withheld), except for Permitted Liens and subject to have Sections 2.3 and 2.4, (1) each Grantor shall not execute, and there will not be on file in any US public office, any effective financing statement or recorded licenses or instruments granting or evidencing a Material Adverse Effectlien in any material Trademark, Amylin Patent, Copyright, US Regulatory Approval or US Regulatory Material, except financing statements or other documents or instruments filed or to be filed in favor of Lilly, and (2) each Grantor shall not sell, assign, grant any option or right of first refusal or negotiation to acquire ownership of any Secured IP or an assignment of such Grantor’s rights under the Eng License, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, such Grantor’s rights under the Eng License, US Regulatory Materials or US Regulatory Approvals; and (x) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the material Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take all steps (and, at Lilly’s reasonable direction, after the occurrence and during the continuance of an Event of Default shall take) such action as such Grantor or Lilly may deem reasonably necessary or advisable to protect enforce collection of such amounts. Notwithstanding the secrecy foregoing, (a) any such actions taken by such Grantor shall be in its sole discretion but not inconsistent with its ordinary course of all Trade Secretsbusiness and (b) Lilly shall have the right at any time, includingafter the occurrence and during the continuance of an Event of Default, without limitationto notify, entering into confidentiality agreements or require any Grantor to notify, any obligors with employees and labeling and restricting access respect to secret information and documentsany such amounts of the existence of the security interest created hereby provided that the Grantor is given concurrent notice thereof in writing.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect in any material respect the validity, grant, or enforceability of the security interest in favor of Collateral Agent granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xA) abandoned or dedicated to the public or placed in the public domain, (yB) invalid or unenforceable, or (zC) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, and state registry, any foreign counterpart of the foregoing, or any state registrycourt; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time)Property; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that if any Material Intellectual Property material to the business of such Grantor owned by or exclusively licensed to any such Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions as it determines are appropriate in the exercise of its commercially reasonable judgment, to stop such infringement, misappropriation, or dilution and protect its exclusive rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) , except as where failure to take such action could not reasonably be expected to have result in a Material Adverse Effect, ; (vi) it shall not (and shall not permit any licensee or sublicensee thereof under its control to) promptly report to Collateral Agent (A) do the filing of any act application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or omit to do any act whereby state registry (whether such application is filed by such Grantor or through any portion of the Copyrights may become invalidated trustee, employee, licensee, or otherwise impaired designee thereof) and (B) do the registration of any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property by any such office, in each case by executing and delivering to infringeCollateral Agent a completed Pledge Supplement, misappropriatesubstantially in the form of Exhibit A attached hereto, or violate the intellectual property rights of any other Persontogether with all applicable Supplements to Schedules thereto; and (ixvii) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect use proper statutory notice in connection with its use of any of the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsIntellectual Property.

Covenants and Agreements. Each Grantor Debtor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor Debtor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Debtor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor Debtor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor Debtor and material to its business which is now or shall become included in the Material Intellectual Property (except for such works with respect to which such Debtor has determined in the exercise of its commercially reasonable judgment that it shall not seek registration) including, but not limited to, those items on Schedules 11(aSchedule 4.5(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (viiv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor Debtor that is or has been material to such Debtor's business is infringed, misappropriated, or diluted by a third party, such Grantor Debtor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its exclusive rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (v) it shall promptly following the time it obtains knowledge thereof report to Secured Party (i) the filing of any application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Debtor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Intellectual Property by any such office, in each case by executing and delivering to Secured Party a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto; (vi) it shall, promptly execute and deliver to Secured Party any document required to acknowledge, confirm, register, record, or perfect Secured Party's interest in any part of the Intellectual Property, whether now owned or hereafter acquired; (vii) except as could permitted under the Indenture, no Debtor shall execute, and there will not reasonably be expected on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to have a Material Adverse Effectbe filed in favor of Secured Party and the Credit Facility Secured Party, it and no Debtor shall not (sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion this Security Agreement and the other Loan Documents and the Lien in favor of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domainCredit Facility Secured Party; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall hereafter use commercially reasonable efforts so as not (nor shall to permit the licensees inclusion in any contract to which it hereafter becomes a party of any provision that could or sublicensees under its control) do might in any act that uses way materially impair or prevent the creation of a security interest in, or the assignment of, such Debtor's rights and interests in any Material property included within the definitions of any Intellectual Property to infringe, misappropriate, or violate the intellectual property rights acquired under such contracts; (ix) it shall use proper statutory notice in connection with its use of any other Personof the Intellectual Property; and (ixx) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall continue to collect, at its own expense, all amounts due or to become due to such Debtor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Debtor may take all steps such action as such Debtor may deem reasonably necessary or advisable to protect enforce collection of such amounts. Notwithstanding the secrecy foregoing, Secured Party shall have the right at any time, to notify, or require any Debtor to notify, any obligors with respect to any such amounts of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsthe existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where it shall (a) within thirty (30) days of the Closing Date, file with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian counterpart of such act or failure offices documents sufficient to omission could not reasonably be expected ensure that all U.S. and Canadian registrations and applications for Copyrights, Patents and Trademarks listed on Schedule 4.7(a)(i) stand in the name of a Grantor and shall immediately provide the Priority Lien Collateral Trustee with copies of such filings; and (b) within one hundred eight (180) days of the Closing Date, file with all other foreign counterparts to have the United States Patent and Trademark Office and the United States Copyright Office documents sufficient to ensure that all other foreign registrations and applications for Copyrights, Patents and Trademarks listed on Schedule 4.7(a)(i) stand in the name of a Material Adverse Effect, Grantor and shall immediately provide Priority Lien Collateral Trustee with copies of such filings; (ii) it shall not do any act or omit to do any act whereby any of the Material Intellectual Property owned by a Grantor which is material to the business of such a Grantor may could reasonably be expected to lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (iiiii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertyowned by or licensed to a Grantor which are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all such commercially reasonable steps as are necessary to insure that licensees of such Trademarks use such consistent the standards of qualityquality set by such Grantor; (iiiiv) except where such failure within thirty (30) days of the date hereof with respect to register could any Copyrights set forth on Schedule 4.7(i) that were not reasonably be expected to have a Material Adverse Effectstanding in the name of any Grantor upon the effectiveness of the Closing Date and, it shallin all other cases, promptly following within sixty (60) days of the creation or acquisition by a Grantor of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright OfficeOffice and record therein all documents necessary to effectuate such acquisition; (ivv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Priority Lien Collateral Agent Trustee if it knows or has reason to know that any item of Material Intellectual Property owned by or licensed to a Grantor that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (vvi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all commercially reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (vivii) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted misappropriated by a third partyparty and Grantor becomes aware of such infringement or misappropriation, such Grantor shall promptly take all commercially reasonable actions to stop such infringement, misappropriation, infringement or dilution misappropriation and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (viiviii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Priority Lien Collateral Trustee the filing by or on behalf of a Grantor of any application to register any Intellectual Property with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired and (B) do through any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effectagent, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeemployee, misappropriatelicensee, or violate the intellectual property rights of any other Person; anddesignee thereof); (ix) it shall promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Priority Lien Collateral Trustee the registration by or on behalf of a Grantor of any Intellectual Property by any such office, in each case by executing and delivering to the Priority Lien Collateral Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto; (x) it shall, promptly upon the reasonable request of the Priority Lien Collateral Trustee, execute and deliver to the Priority Lien Collateral Trustee any document required to acknowledge, confirm, register, record, or perfect the Priority Lien Collateral Trustee’s interest in any part of the Intellectual Property, whether now owned or hereafter acquired; (xi) except where with the failure prior consent of the Priority Lien Collateral Trustee or as permitted under the each of the Priority Lien Documents, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to do be filed in favor of the Priority Lien Collateral Trustee and each Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Agreement and the other Credit Documents and Permitted Liens; (xii) it shall hereafter use reasonable best efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could not reasonably be expected to have or might in any way materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (xiii) it shall take all commercially reasonable steps reasonably necessary to protect the secrecy of all Trade Secrets; (xiv) it shall use proper statutory notice in connection with its use of any of the material Intellectual Property owned by a Grantor; and (xv) it shall continue to collect, includingat its own expense, without limitationall amounts due or to become due to such Grantor in respect of the Intellectual Property owned by a Grantor or any portion thereof. In connection with such collections, entering into confidentiality agreements each Grantor may take (and, at the Priority Lien Collateral Trustee’s reasonable direction, shall take) such action as such Grantor or the Collection Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Priority Lien Collateral Trustee shall have the right at any time after an Event of Default has occurred and is continuing, to notify, or require any Grantor to notify, any obligors with employees respect to any such amounts of the existence of the security interest created hereby, and labeling following and restricting access during the continuation of an Event of Default, may take such action as the Priority Lien Collateral Trustee may deem reasonably necessary to secret information and documentsenforce collection of such amounts.

Covenants and Agreements. Each Grantor hereby covenants and agrees agrees, except as followsotherwise permitted pursuant to the Credit Agreement,: (i) except where such act or failure to omission could the extent not reasonably be expected material to have a Material Adverse Effectits business, it shall not do any act or omit to do any act whereby any of the Material Registered Intellectual Property of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall nottake, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all commercially reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a4.7(A), 11(b), (C) and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to timeE); (viiii) except where to the failure to do so could not reasonably be expected to have a Material Adverse Effect, extent deemed prudent (as determined by the Grantor in good faith) in the event Grantor becomes aware that any Material Intellectual Property owned by or exclusively licensed to any Grantor that is or has been material to its business is infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all commercially reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damagesdamages if the initiation of such suit is commercially reasonable; (viiiv) except as could not reasonably be expected to have a Material Adverse Effect, it shall not report to the Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property by any such office, in each case by executing and delivering to infringe, misappropriate, or violate the intellectual property rights of any other PersonCollateral Agent a completed Pledge Supplement; and (ixv) except where it shall, promptly upon the failure reasonable request of the Collateral Agent, execute and deliver to do so could not reasonably the Collateral Agent any document required to acknowledge, confirm, register, record, or perfect the Collateral Agent’s interest in any part of the Intellectual Property, whether now owned or hereafter acquired. Notwithstanding anything contained herein or in any other Loan Document to the contrary the parties hereto agree that in no event shall any Grantor be expected required to have a Material Adverse Effectperfect the security interest of the Lenders in the Grantor’s Intellectual Property under the law of any jurisdiction other than the United States of America, it shall take all steps reasonably necessary to protect any state thereof or the secrecy District of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsColumbia.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Collateral Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not reasonably be expected it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to have a Material Adverse Effectthe Collateral Agent any document required to acknowledge, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeconfirm, misappropriateregister, record, or violate perfect the intellectual property rights Collateral Agent’s interest in any part of any other Person; andthe Intellectual Property, whether now owned or hereafter acquired; (ix) except where with the failure prior consent of the Collateral Agent or as permitted under the Credit Agreement, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to do be filed in favor of the Collateral Agent and each Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Agreement and the other Credit Documents; (x) it shall hereafter use best efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could not reasonably be expected to have or might in any way materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (xi) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (xii) it shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (xiii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at the Collateral Agent’s reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not knowingly do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would materially adversely affect the validity, grant, validity or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark Trademarks at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all commercially reasonable steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court regarding such Grantor’s ownership of any material item of Intellectual Property or its right to register the same or to keep and maintain the same; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all such actions as it deems appropriate in its reasonable actions business judgment to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vi) it shall promptly (but in no event more than thirty (30) days after any filing or after any Grantor obtains knowledge of any registration, or application, it will) report to the Collateral Agent (i) except with regard to intent to use Trademarks, the filing of any application to register any Intellectual Property owned by such Grantor with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Intellectual Property owned by such Grantor by any such office, in each case by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto; (vii) except as could not reasonably be expected to have a Material Adverse Effectit shall, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion promptly upon the reasonable request of the Copyrights may become invalidated Collateral Agent, execute and deliver to the Collateral Agent any document required to acknowledge, confirm, register, record, or otherwise impaired and (B) do perfect the Collateral Agent’s security interest in any act or omit to do any act whereby any portion part of the Copyrights may fall into the public domainIntellectual Property, whether now owned or hereafter acquired; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps reasonably necessary to protect the secrecy of all Trade Secrets; (ix) it shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (x) it shall use commercially reasonably efforts to collect, includingat its own expense, without limitation, entering into confidentiality agreements with employees and labeling and restricting access all amounts due or to secret information and documentsbecome due to such Grantor in respect of the Intellectual Property or any portion thereof.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where In order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office, each Grantor shall execute and deliver to Collateral Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements, or supplements thereto, to further evidence Collateral Agent’s Lien on such act Grantor’s Patents, Trademarks, or failure to omission could not reasonably be expected to have a Material Adverse EffectCopyrights, and the General Intangibles of such Grantor relating thereto or represented thereby. (ii) it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor Grantors, taken as a whole, may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect in any material respect the validity, grant, or enforceability of the security interest in favor of Collateral Agent granted therein; (iiiii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of Grantors, taken as a whole, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material the Intellectual Property that is material to the business of Grantors, taken as a whole, may become (xA) abandoned or dedicated to the public or placed in the public domain, (yB) invalid or unenforceable, or (zC) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, and state registry, any foreign counterpart of the foregoing, or any state registrycourt; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its the business of Grantors, taken as a whole,which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time)Property; (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that if any Material Intellectual Property material to the business of Grantors taken as a whole, owned by or exclusively licensed to any such Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions as it determines are appropriate in the exercise of its commercially reasonable judgment, to stop such infringement, misappropriation, or dilution and protect its exclusive rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) , except as where failure to take such action could not reasonably be expected to have result in a Material Adverse Effect, ; (vii) it shall not (and shall not permit any licensee or sublicensee thereof under its control to) promptly report to Collateral Agent (A) do the filing of any act application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or omit to do any act whereby state registry (whether such application is filed by such Grantor or through any portion of the Copyrights may become invalidated trustee, employee, licensee, or otherwise impaired designee thereof) and (B) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion Collateral Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domain;Exhibit A attached hereto, together with all applicable Supplements to Schedules thereto; and (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under use proper statutory notice in connection with its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights use of any other Person; and (ix) except where of the failure Intellectual Property, material to do so could not reasonably be expected to have the business of Grantors, taken as a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentswhole.

Covenants and Agreements. Each Grantor hereby covenants and agrees as followsthat: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it no Grantor shall not do any act or omit to do any act whereby any of the Material Intellectual Property of such owned or used by any Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which Security Interest therein would be adversely affect the validity, grant, or enforceability of the security interest granted therein;affected, (ii) except as could not reasonably be expected to have a Material Adverse Effect, it each Grantor shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark Trademarks constituting Material Intellectual Property at a level consistent with reasonable business judgment, at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that control the quality of goods and services offered by its licensees of such Trademarks use such consistent standards of qualityconstituting Material Intellectual Property; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it each Grantor shall promptly notify the Collateral Agent if it knows or has reason to know that any item of the Material Intellectual Property may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office any Intellectual Property Registry or any state registrycourt; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it each Grantor shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, applicable Intellectual Property Registry to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate Schedule 4.7 constituting Material Intellectual Property (as such schedules schedule may be amended or supplemented from time to time); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, diluted, misappropriated, or diluted otherwise violated by a third party, such each Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution the same and protect its enforce any rights in such Material Intellectual Property Property, including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vi) each Grantor shall report to the Collateral Agent (i) the filing of any application to register a copyright no later than thirty (30) days after such filing occurs (ii) the filing of any application to register any Intellectual Property with any other Intellectual Property Registry and the issuance thereof no later than ninety (90) days after such filing or issuance occurs and, in each case, simultaneously delivering to the Collateral Agent a supplemental Copyright, Patent or Trademark Security Agreement, as applicable, substantially in the form of Exhibit C-1, C-2 or C-3, as applicable, attached hereto, together with all schedules thereto. In addition, each Grantor hereby authorizes the Collateral Agent to modify this Agreement by amending Schedule 4.7 and will cooperate with each Agent in effecting any such amendment to include any new item of Intellectual Property included in the Collateral; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it each Grantor shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion promptly upon the request of the Copyrights may become invalidated Collateral Agent, execute and deliver to the Collateral Agent any document or otherwise impaired and (B) do instrument required to acknowledge, confirm, register, record, or perfect the Security Interest in any act or omit to do any act whereby any portion part of the Copyrights may fall into the public domainMaterial Intellectual Property; (viii) except as could not reasonably be expected to have a Material Adverse Effectno Grantor shall execute, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriatefile, or violate authorize the intellectual property rights filing of any financing statement or other Person; anddocuments or instruments, except financing statements or other documents or instruments filed (or to be filed) in favor of the Collateral Agent, with respect to any Intellectual Property, and no Grantor shall sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to any Intellectual Property, except for the Security Interest and Permitted Encumbrances; (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it each Grantor shall take all steps reasonably necessary to protect the secrecy of all Trade SecretsSecrets constituting Material Intellectual Property; and (x) each Grantor shall use statutory notice of registration in connection with its use of registered Trademarks constituting Material Intellectual Property, includingproper marking practices in connection with the use of Patents constituting Material Intellectual Property, without limitationappropriate notice of copyright in connection with the publication of Copyrighted materials constituting Material Intellectual Property, entering into confidentiality agreements with employees and labeling and restricting access legends or markings applicable to secret information and documentsother Intellectual Property constituting Material Intellectual Property.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property owned by such Grantor which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertyowned by such Grantor which are material to the business of any Grantor (excluding any Trademarks which such Grantor decides to cease using in its reasonable business judgment), cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark Trademarks at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent Trustee if it knows or has reason to know that any item of Material Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any such Grantor and material to its business which is now or shall become included in the Material Intellectual Property Collateral including, but not limited to, those items on Schedules 11(aSchedule 4.10(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time), unless such Grantor decides, in its reasonable business judgment, not to pursue or maintain such application or registration because such Trademark, Patent or Copyright is no longer necessary for or material to such Grantor’s business; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any such Grantor is or has been infringed, misappropriated, or diluted or otherwise violated by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, dilution or dilution other violation and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vi) it shall report to the Collateral Trustee within five (5) Business Days after the last day of the fiscal quarter during which the following occurs (but with respect to Copyrights, within 30 days of such occurrence); (i) such Grantor’s filing of any application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) such Grantor’s registration of any Intellectual Property by any such office, in each case by executing and delivering to the Collateral Trustee a completed Pledge Supplement together with all Supplements to Schedules thereto; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (execute and shall not permit deliver to the Collateral Trustee any licensee document that is necessary or sublicensee thereof under its control to) (A) do appropriate to acknowledge, confirm, register, record, or perfect the Collateral Trustee’s interest in any act or omit to do any act whereby any portion part of the Copyrights may become invalidated Intellectual Property, whether now owned or otherwise impaired hereafter acquired (including, but not limited to Trademark Security Agreements, Copyright Security Agreements and (B) do any act or omit to do any act whereby any portion Patent Security Agreements, in the form of the Copyrights may fall into the public domainExhibits C, D and E, respectively); (viii) except as could not reasonably be expected to have a Material Adverse Effectpermitted under the Indenture, it each Grantor shall not (nor execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Trustee and except as permitted in the Indenture each Grantor shall the licensees or sublicensees under its control) do not sell, assign, transfer, license, grant any act that uses any Material Intellectual Property to infringe, misappropriateoption, or violate create or suffer to exist any Lien upon or with respect to the intellectual property rights of any Intellectual Property, except for the Lien created by and under this Agreement and the other Person; andLoan Documents; (ix) except where it shall hereafter use commercially reasonable efforts so as not to permit the failure inclusion in any contract to do so which it hereafter becomes a party of any provision that could not reasonably be expected to have or might in any way materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (x) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (xi) it shall use proper statutory notice in connection with its use of any of the Intellectual Property owned by such Grantor; and (xii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property owned by such Grantor or any portion thereof. In connection with such collections, each Grantor may take such action as such Grantor may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Trustee shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i1) except where such act or failure to omission could for Intellectual Property that is not reasonably be expected to have a Material Adverse Effectin use and has negligible value, it Grantor shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii2) except as could not reasonably be expected for copyrights of negligible value, Grantor shall, within thirty (30) days of the creation or acquisition of any Copyrightable work which is material to have a Material Adverse Effectthe business of Grantor, apply to register the Copyright in the United States Copyright Office; (3) it shall notpromptly notify the Secured Party if it knows or has reason to know that any item of the Intellectual Property that is in use or has more than negligible value of any Grantor may become (a) abandoned or dedicated to the public or placed in the public domain, with respect (b) invalid or unenforceable, or (c) subject to any Trademarks constituting Material adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, and state registry, any foreign counterpart of the foregoing, or any court arbitral tribunal or regulatory agency; (4) it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and which is now or shall become included in the Intellectual PropertyProperty including, cease but not limited to, those items on Schedule VI(A), (C) and (E) (as each may be amended or supplemented from time to time) expect for those pertaining to IP that are no longer in use and has negligible value; (5) in the use event that any Intellectual Property owned by or exclusively licensed to any Grantor is infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its exclusive rights in such Intellectual Property including, but not limited to, the initiation of any of such Trademarks or fail a suit for injunctive relief and to recover damages; (6) it shall maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii7) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all material Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (8) it shall promptly (but in no event more than thirty (30) days) report to the Secured Party (i) the filing of any application to register any Intellectual Property whether it owns in whole or in part or to the best of its Knowledge which it is exclusively licensing from a third party with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensor, licensee, or designee thereof), (ii) the registration of any Intellectual Property by any such office, or (iii) the acquisition of any application or registration and, in each case, shall execute and deliver to the Secured Party a completed Pledge Supplement, substantially in the form of Annex A attached hereto, together with all Supplements to Schedules thereto or signed counterpart of a Trademark Security Agreement, Patent Security Agreement, or Copyright Security Agreement substantially in the form of Annexes B, C, and D, as applicable together with all supplements to the schedules thereto; (9) except with the prior consent of the Secured Party or as permitted under the Note Purchase Agreement, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Secured Party and each Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Encumbrance upon or with respect to the Intellectual Property, except for the Encumbrance created by and under this Security Agreement and the other Transaction Documents; (10) it shall not hereafter permit the inclusion in any contract to which it hereafter becomes a party of any provision that would impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any Intellectual Property acquired under such Contracts; (11) it shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (12) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of any Intellectual Property. In connection with such collections, each Grantor may take (and, at the Secured Party’s reasonable direction, shall take) such action as such Grantor or the Secured Party may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Secured Party shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as followsfollows until the Full Payment of the Secured Obligations: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor in its reasonable business judgment may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor in its reasonable business judgment, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertythe registration of which is material to the business of Grantor, apply to register the Copyright in the United States Copyright OfficeOffice when such registration is deemed necessary by the Grantor exercising its reasonable business judgment; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all commercially reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to timetime in accordance with the terms of this Agreement); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall shall, as it deems necessary in the exercise of its reasonable business judgment, promptly take all commercially reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to Agent (i) the filing of any application to register any Intellectual Property owned by the Grantor with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property owned by the Grantor by any such office, in each case by executing and delivering to do any act whereby any portion Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not reasonably be expected it shall, promptly upon the reasonable request of Agent, execute and deliver to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Agent an Intellectual Property Security Agreement, substantially in the form of Exhibit C attached hereto, together with all supplements and schedules thereto, and any other document reasonably required to infringeacknowledge, misappropriateconfirm, register, record, or violate perfect Agent’s interest in any part of the intellectual property rights of any other Person; andIntellectual Property, whether now owned or hereafter acquired; (ix) except where with the failure prior consent of Agent or as permitted under the Credit Agreement, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments that remain in effect, except financing statements or other documents or instruments filed or to do be filed in favor of Agent and each Grantor shall not sell, assign, transfer, grant an exclusive license otherwise outside of the ordinary course of business, consistent with past practice, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created or permitted by and under this Agreement and the other Credit Documents; (x) it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could not reasonably be expected to have or might in any way materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (xi) it shall take all commercially reasonable steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents, except to the extent that a Trade Secret is no longer material or necessary to the business of such Grantor or the Trade Secret no longer derives substantial value from not being known to the public, as determined by such Grantor in its reasonable business judgment; (xii) it shall use proper statutory notice in connection with its use of any of the Intellectual Property where necessary and proper; and (xiii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at Agent’s reasonable direction, shall take) such action as such Grantor or, after the occurrence and during the continuance of an Event of Default, Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as followsthat: (i) except where for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such act Grantor shall defend the Collateral against all Persons at any time claiming any interest therein other than Intellectual Property that such Grantor determines in its reasonable judgment is not material to its business; (ii) it shall not produce, use or failure permit any Collateral to omission could be used unlawfully, in any material respect, or in violation of any provision of this Agreement or any policy of insurance covering the Collateral or in violation, in any material respect, of any applicable statute, regulation or ordinance except to the extent such violation would not reasonably be expected to have result in a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effectwithout limiting any prohibitions or restrictions on mergers or other transactions set forth in the Indenture, it shallshall not change such Grantor’s name, promptly following identity, organizational identification number, corporate structure (e.g. by merger, consolidation, change in corporate form or otherwise), sole place of business or chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the creation Security Agent in writing on or acquisition prior the date that is ten (10) days after any such change or establishment, identifying such new proposed name, identity, corporate structure, sole place of business or chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Security Agent may reasonably request and (b) taken or cooperated with Security Agent to enable Security Agent to take all actions necessary or advisable to maintain the continuous validity, perfection and the same or better priority of the Security Agent’s security interest in the Collateral granted or intended to be granted and agreed to hereby (other than Collateral with respect to which the security interest is not required to be perfected pursuant to the terms hereof), which in the case of any Copyrightable work constituting Material Intellectual Propertymerger or other change in corporate structure shall include, apply without limitation, executing and delivering to register the Copyright Security Agent a completed Pledge Supplement together with all Supplements to Schedules thereto, upon completion of such merger or other change in corporate structure confirming the United States Copyright Officegrant of the security interest hereunder to the extent the successor entity of such merger or other transaction is required to be a Grantor hereunder pursuant to the Indenture; (iv) except where if the failure Security Agent or any Secured Party gives value to do enable Grantor to acquire rights in or the use of any Collateral, it shall use such value for such purposes and such Grantor further agrees that repayment of any Notes Obligation shall apply on a “first-in, first-out” basis so could not reasonably that the portion of the value used to acquire rights in any Collateral shall be expected paid in the chronological order such Grantor acquired rights therein; (v) it shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, to have a Material Adverse Effectthe extent required by the Indenture; (vi) upon such Grantor’s or any officer of such Grantor’s obtaining knowledge thereof, it shall promptly notify the Collateral Security Agent if it knows in writing of any event that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse EffectEffect on the value of the Collateral or any substantial portion thereof, it shall take all reasonable steps in the United States Patent and Trademark Officeexcept as contemplated hereby or under any other Notes Document, the United States Copyright Office ability of any Grantor or the Security Agent to dispose of the Collateral or any state registryportion thereof, to pursue any application or the rights and maintain any registration remedies of each Trademarkthe Security Agent in relation thereto, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited towithout limitation, the initiation levy of a suit for injunctive relief and to recover damagesany legal process against the Collateral or any portion material thereof; (vii) except as could not reasonably be expected to have a Material Adverse Effectthe extent permitted by the Indenture, it shall not (and shall not take or permit any licensee or sublicensee thereof under its control to) (A) do any act or omit action which could be reasonably likely to do any act whereby any portion of materially impair the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of Security Agent’s rights in the Copyrights may fall into the public domainCollateral; (viii) except as could not reasonably be expected to have in the event that it hereafter acquires any Collateral of a Material Adverse Effecttype described in Section 4.1(a)(xii) hereof, it shall not (nor shall promptly notify the licensees or sublicensees under its control) do Security Agent thereof in writing and take such actions and execute such documents and make such filings all at Grantor’s expense as the Security Agent may reasonably request in order to ensure that the Security Agent has a valid, perfected, first priority security interest in such Collateral, subject in the case of priority only, to any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other PersonPermitted Liens; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary not sell, transfer or assign (by operation of law or otherwise) or exclusively license to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsanother Person any Collateral except as Permitted Sales.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected according to have a Material Adverse Effect, such Grantor’s customary business practices it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office;[reserved] (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent as promptly as practicable if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of the Grantors taken as a whole may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps consistent with its ordinary business practices in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its the business of the Grantors taken as a whole which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 10(A), 11(b), (C) and 11(c(E) each annexed to the Perfection Certificate Collateral Questionnaire (as such schedules each may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor that is or has been material to the business is infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions consistent with its ordinary business practices to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the registration of any material Intellectual Property with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Collateral Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not reasonably be expected it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to have a Material Adverse Effectthe Collateral Agent any document required to acknowledge, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeconfirm, misappropriateregister, record, or violate perfect the intellectual property rights Collateral Agent’s interest in any part of any other Person; andthe Intellectual Property, whether now owned or hereafter acquired, including, without limitation, as applicable a Trademark Security Agreement, a Copyright Security Agreement and a Patent Security Agreement, together with all Schedules thereto; (ix) except where with the failure prior consent of the Collateral Agent or as permitted under the Credit Agreement, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to do be filed in favor of the Collateral Agent and each Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Agreement and the other Credit Documents, under the Revolving Agreement or as expressly permitted by the Credit Documents; (x) it shall hereafter use best efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could not reasonably be expected to have or might in any way materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (xi) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (xii) it shall make best efforts to use proper statutory notice in connection with its use of any of the Intellectual Property; and (xiii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at the Collateral Agent’s reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Collateral Intellectual Property that is material to the business of such Grantor or otherwise of material value may lapse, or become abandoned, canceled, dedicated to the public, invalidforfeited, unenforceable or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, otherwise impaired or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of Grantor and included in the Collateral, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Security Agent if it knows or has reason to know that any item of Material the Collateral Intellectual Property that is material to the business of Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court) or (d) the subject of any asserted reversion or termination rights; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration or issuance of each Trademark, Patent, Patent and Copyright owned by any Grantor and included in the Collateral and material to its business which is now or shall become included in the Material Collateral Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Collateral Intellectual Property that is material to Grantor’s business and owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, diluted or diluted otherwise violated by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, dilution or dilution other violation and protect its rights in such Material Collateral Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vi) it shall promptly (but in no event more than thirty (30) days after Grantor obtains knowledge thereof) report to the Security Agent (i) the filing of any application to register any Collateral Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any state registry or foreign counterpart of the foregoing (whether such application is filed by Grantor or through any agent, employee, licensee, or designee thereof), (ii) the registration of any Collateral Intellectual Property by any such office, (iii) the acquisition of any Collateral Intellectual Property that is registered or applied for in any such office, and (iv) the filing of an “statement of use” or “amendment to allege use” in the PTO with respect to any “intent to use” Trademark application owned by Grantor, in each case by executing and delivering to the Security Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto; (vii) except as could not reasonably be expected to have a Material Adverse Effectit shall, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion promptly upon the reasonable request of the Copyrights may become invalidated Security Agent, execute and deliver to the Security Agent any document (including each Intellectual Property Security Agreement) required to acknowledge, confirm, register, record or otherwise impaired and (B) do perfect the Security Agent’s interest in any act or omit to do any act whereby any portion part of the Copyrights may fall into the public domainCollateral Intellectual Property, whether now owned or hereafter acquired; (viii) except with the prior consent of the Security Agent or as could not reasonably be expected to have a Material Adverse Effectpermitted under the Indenture, it Grantor shall not (nor execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Security Agent and Grantor shall not sell, assign, transfer, license, grant any option or create or suffer to exist any Lien upon or with respect to the licensees or sublicensees Collateral Intellectual Property, except for the Lien created by and under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate this Agreement and the intellectual property rights of any other Person; andNotes Documents and other Permitted Liens; (ix) except where it shall hereafter use best efforts so as not to permit the failure inclusion in any contract to do so which it hereafter becomes a party of any provision that could not reasonably be expected or might in any way materially impair or prevent the creation of a security interest in, or the assignment of, Grantor’s rights and interests in any property included within the definitions of any Collateral Intellectual Property material to have a Material Adverse Effect, Grantor’s business acquired under such contracts; (x) it shall take all steps reasonably necessary to protect the secrecy of all Trade SecretsSecrets included in the Collateral, including, without limitation, entering into confidentiality agreements with employees and consultants and labeling and restricting access to secret information and documents; (xi) it shall use proper statutory notice, in all material respects, in connection with its use of any of the Collateral Intellectual Property; and (xii) it shall continue to collect, at its own expense, all amounts due or to become due to Grantor in respect of the Collateral Intellectual Property or any portion thereof. In connection with such collections, Grantor may take (and, at the Security Agent’s reasonable direction, shall take) such action as Grantor or the Security Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Security Agent shall have the right at any time, to notify, or require Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Collateral Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not reasonably be expected it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to have a Material Adverse Effectthe Collateral Agent any document required to acknowledge, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeconfirm, misappropriateregister, record, or violate perfect the intellectual property rights Collateral Agent's interest in any part of any other Person; andthe Intellectual Property, whether now owned or hereafter acquired; (ix) except where with the failure prior consent of the Collateral Agent or as permitted under the Credit Agreement, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to do be filed in favor of the Collateral Agent and each Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Agreement and the other Credit Documents; (x) it shall hereafter use best efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could not reasonably be expected to have or might in any way materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment of, such Grantor's rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (xi) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (xii) it shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (xiii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at the Collateral Agent's reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, cancelled, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Security Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court) or (d) the subject of any asserted reversion or termination rights; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration or issuance of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property Property, including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property that is material to any Grantor’s business and owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, diluted or diluted otherwise violated by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, dilution or dilution other violation and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vi) it shall promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Security Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof), (ii) the registration of any Intellectual Property by any such office, (iii) the acquisition of any Intellectual Property that is registered or applied for in any such office, and (iv) the filing of any “statement of use” or “amendment to allege use” in the PTO with respect to any “intent to use” Trademark application owned by such Grantor, in each case by executing and delivering to the Security Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto; (vii) except as could not reasonably be expected to have a Material Adverse Effectit shall, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion promptly upon the reasonable request of the Copyrights may become invalidated Security Agent, execute and deliver to the Security Agent any document (including each Intellectual Property Security Agreement) required to acknowledge, confirm, register, record or otherwise impaired and (B) do perfect the Security Agent’s interest in any act or omit to do any act whereby any portion part of the Copyrights may fall into the public domainIntellectual Property, whether now owned or hereafter acquired; (viii) except with the prior consent of the Security Agent or as could not reasonably be expected to have a Material Adverse Effectpermitted under the Indenture, it each Grantor shall not (nor execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Security Agent and each Grantor shall not sell, assign, transfer, license, grant any option or create or suffer to exist any Lien upon or with respect to the licensees or sublicensees Intellectual Property, except for the Lien created by and under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate this Agreement and the intellectual property rights of any other Person; andNotes Documents and other Permitted Liens; (ix) except where it shall hereafter use best efforts so as not to permit the failure inclusion in any contract to do so which it hereafter becomes a party of any provision that could not reasonably be expected or might in any way materially impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property material to have a Material Adverse Effect, such Grantor’s business acquired under such contracts; (x) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and consultants and labeling and restricting access to secret information and documents; (xi) it shall use proper statutory notice, in all material respects, in connection with its use of any of the Intellectual Property; and (xii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at the Security Agent’s reasonable direction, shall take) such action as such Grantor or the Security Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Security Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i1) except where for Intellectual Property that is not in use and has negligible value, such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it Grantor shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor the Grantors may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii2) except as could not reasonably be expected for copyrights of negligible value, such Grantor shall, within thirty (30) days of the creation or acquisition of any Copyrightable work which is material to have a Material Adverse Effectthe business of the Grantors, it apply to register the Copyright in the United States Copyright Office; (3) such Grantor shall notpromptly notify the Collateral Agent if such Grantor knows or has reason to know that any item of the Intellectual Property of any Grantor that is in use or has more than negligible value may become (a) abandoned or dedicated to the public or placed in the public domain, with respect (b) invalid or unenforceable, or (c) subject to any Trademarks constituting Material adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, and state registry, any foreign counterpart of the foregoing, or any court arbitral tribunal or regulatory agency; (4) such Grantor shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and which is now or shall become included in the Intellectual PropertyProperty including, cease but not limited to, those items on Schedule VI(A), (C) and (E) (as each may be amended or supplemented from time to time) except for those pertaining to IP that are no longer in use and has negligible value; (5) in the use event that any Intellectual Property owned by or exclusively licensed to any Grantor is infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its exclusive rights in such Intellectual Property including, but not limited to, the initiation of any of such Trademarks or fail a suit for injunctive relief and to recover damages; (6) each Grantor shall maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii7) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy confidentiality of all material Trade SecretsSecrets of any Grantor, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret confidential information and documents; (8) such Grantor shall promptly (but in no event more than thirty (30) days) report to the Collateral Agent (i) the filing of any application to register any Intellectual Property whether it owns in whole or in part or to the best of its knowledge which it is exclusively licensing from a third party with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensor, licensee, or designee thereof), (ii) the registration of any Intellectual Property by any such office, or (iii) the acquisition of any application or registration and, in each case, shall execute and deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto an executed Trademark Security Agreement, Patent Security Agreement, or Copyright Security Agreement in form and substance satisfactory to the Agent; (9) except with the prior consent of the Collateral Agent or as permitted under the Securities Purchase Agreement, no Grantor shall execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent, and no Grantor shall sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Security Agreement and the other Loan Documents, any liens created in favor of First Capital under the First Capital Credit Facility and any liens if favor of the holders of the Existing Subordinated Notes. (10) such Grantor shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that would impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any Intellectual Property acquired under such Contracts; (11) such Grantor shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (12) such Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of any Intellectual Property. In connection with such collections, such Grantor may take (and, at the Collateral Agent’s reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as followsfollows until the payment in full of the Secured Obligations and termination of the Commitments: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not, without the prior consent of the Collateral Agent, which shall not be unreasonably withheld or delayed, do any act or omit to do any act whereby any of the Material Intellectual Property which is, in such Grantor’s reasonable business judgment, material to the business of such Grantor may lapse, or become be abandoned, dedicated to the public, invalid, or become unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall notshall, with respect to any Trademarks constituting Material Intellectual Propertywhich are, cease in such Grantor’s reasonable business judgment, material to the use business of any of Grantor, maintain such Trademarks in full force free from any adjudication of abandonment or fail to invalidity for non-use and maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertythe registration of which is material to the business of Grantor, apply to register the Copyright in the United States Copyright OfficeOffice when such registration is deemed necessary by the Grantor exercising its reasonable business judgment; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xA) abandoned or dedicated to the public or placed in the public domaindomain other than by expiration in the normal course (and not in violation of clause (v) below), (yB) invalid or unenforceable, or (zC) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding (other than routine office actions and the like) in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (v) except where on the failure Closing Date, each applicable Grantor will sign and deliver to do so could not reasonably be expected the Collateral Agent Intellectual Property Security Agreements with respect to have a Material Adverse Effect, all Recordable Intellectual Property then owned by it; (vi) it shall take all commercially reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue maintain and prosecute any application and maintain any or registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to timeE); (vivii) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that a Grantor becomes aware that any Material material Intellectual Property owned by or exclusively licensed to any Grantor is or has been being infringed, misappropriated, or diluted by a third party, such Grantor shall shall, as it deems necessary in the exercise of its reasonable business judgment, promptly take all commercially reasonable actions as are appropriate in the circumstances to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (viiviii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) on a semi-annual basis report to the Collateral Agent (A) do the filing of any act application to register any Intellectual Property owned by the Grantor with the United States Patent and Trademark Office, the United States Copyright Office, or omit to do any act whereby any portion state registry or foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (B) do the registration of any act or omit to do Intellectual Property owned by the Grantor by any act whereby any portion such office, and upon the request of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse EffectCollateral Agent, it shall not (nor shall execute and deliver to the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to infringe, misappropriate, or violate the intellectual property rights of any other Person; andSchedules thereto; (ix) it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to the Collateral Agent any document reasonably required to acknowledge, confirm, register, record, or perfect the Collateral Agent’s interest in any part of the Intellectual Property, whether now owned or hereafter acquired; (x) except where with the failure prior consent of the Collateral Agent or as permitted under the Credit Agreement, each Grantor shall not execute or file any financing statements or other similar documents or instruments that remain in effect, except financing statements or similar documents or instruments filed or to do so could be filed in favor of the Collateral Agent and each Grantor shall not reasonably be expected sell, assign, transfer, grant an exclusive license otherwise outside of the ordinary course of business, consistent with past practice, grant any option, or create or suffer to have a Material Adverse Effectexist any Lien upon or with respect to any material Intellectual Property, except for the Lien created or permitted by and under this Agreement and the other Credit Documents; (xi) it shall take all commercially reasonable steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees relevant employees, except to the extent that a Trade Secret is no longer material or necessary to the business of such Grantor or the Trade Secret no longer derives substantial value from not being known to the public, as determined by such Grantor in its reasonable business judgment; and (xii) it shall use proper statutory notice in connection with its use of any material registered Copyrights, Trademarks and labeling Patents (and, if applicable, applications thereof) where necessary and restricting access to secret information and documentsproper in its reasonable business judgment.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i1) except where for Intellectual Property that is not in use and has negligible value, such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it Grantor shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii2) except as could not reasonably be expected to have a Material Adverse Effectfor copyrights of negligible value, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iv3) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it such Grantor shall promptly notify the Collateral Agent if it such Grantor knows or has reason to know that any item of Material the Intellectual Property of Grantor that is in use or has more than negligible value may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, and state registry, any foreign counterpart of the foregoing, or any state registrycourt arbitral tribunal or regulatory agency; (v4) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it such Grantor shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule VI(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time)) except for those pertaining to Intellectual Property that are no longer in use and have negligible value; (vi5) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its exclusive rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii6) except as could not reasonably be expected to have a Material Adverse Effect, it Grantor shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion maintain the level of the Copyrights may become invalidated or otherwise impaired quality of products sold and (B) do services rendered under any act or omit to do any act whereby any portion Trademark at a level at least substantially consistent with the quality of such products and services as of the Copyrights may fall into the public domaindate hereof, and Grantor shall take all steps necessary to insure that licensees of such Trademarks use such standards of quality; (viii7) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it such Grantor shall take all steps reasonably necessary to protect the secrecy confidentiality of all material Trade SecretsSecrets of Grantor, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret confidential information and documents; (8) such Grantor shall promptly (but in no event more than thirty (30) days) report to the Collateral Agent (i) the filing of any application to register any Intellectual Property whether it owns in whole or in part or to the best of its knowledge which it is exclusively licensing from a third party with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensor, licensee, or designee thereof), (ii) the registration of any Intellectual Property by any such office, or (iii) the acquisition of any application or registration and, in each case, shall execute and deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto an executed Trademark Security Agreement, Patent Security Agreement, or Copyright Security Agreement in form and substance satisfactory to the Agent; (9) except with the prior consent of the Collateral Agent or as permitted under the Securities Purchase Agreement, Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent, and Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Security Agreement and the other Loan Documents. (10) such Grantor shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that would impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any Intellectual Property acquired under such Contracts; (11) such Grantor shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (12) such Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of any Intellectual Property. In connection with such collections, such Grantor may take (and, at the Collateral Agent’s reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to notify, or require Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as followsthat until the payment in full of all Obligations (other than unmatured contingent obligations), the cancellation or termination of all Commitments, the expiration or termination of all Hedge Agreements and the cancellation or expiration of all outstanding Letters of Credit: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks Trademarks, unless the products or services rendered under any such Trademark are being discontinued in the reasonable business judgment of the applicable Grantor, or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary commercially reasonable measures to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domaindomain (except, in the case of Patents or Copyrights, due to the expiration of the statutory term of such item of Intellectual Property), (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) adverse proceedings in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions action to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Collateral Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not reasonably be expected it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to have a Material Adverse Effectthe Collateral Agent any document required to acknowledge, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeconfirm, misappropriateregister, record, or violate perfect the intellectual property rights Collateral Agent’s interest in any part of any other Person; andthe Intellectual Property, whether now owned or hereafter acquired; (ix) except where with the failure prior consent of the Collateral Agent or as permitted under the Credit Agreement, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to do be filed in favor of the Collateral Agent and each Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Agreement and the other Credit Documents and sales, assignments, transfers, licenses and grants of options to Subsidiaries of the Company; (x) it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could not reasonably be expected to have or might in any way materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (xi) it shall take all steps reasonably necessary commercially reasonable measures to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (xii) it shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (xiii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at the Collateral Agent’s reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where to the extent deemed prudent in its reasonable business judgment as determined by such act or failure to omission could not reasonably be expected to have a Material Adverse EffectGrantor in good faith and in the ordinary course of business as generally conducted by it, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property of such Grantor Specified Product IP Rights may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except to the extent deemed prudent in its reasonable business judgment as could not reasonably be expected to have a Material Adverse Effectdetermined by such Grantor in good faith and in the ordinary course of business as generally conducted by it, it shall not, with respect to any Product Trademarks constituting Material Intellectual Propertyowned or in-licensed by the Grantor, cease the use of any of such Product Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Product Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Product Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effectfor the abandonment of applications that occurs in the ordinary course of prosecution, it shall, promptly following on a quarterly basis, after any Grantor obtains knowledge thereof and in any case prior to any abandonment or dedication to the creation public or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright placement in the United States Copyright Office; (ivpublic domain occurring) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Administrative Agent if it knows that any item of Material Intellectual Property the Specified Product IP Rights that constitutes Collateral may become (xa) abandoned or dedicated to the public or placed in the public domain, domain or (yb) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (viv) except where for the failure to do so could not reasonably be expected to have a Material Adverse Effectabandonment of applications that occurs in the ordinary course of prosecution, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Product Trademark, Patent, Product Patent and Product Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property any Specified Product IP Rights including, but not limited to, those items on Schedules 11(a), 11(b), Schedule 4.5(A) and 11(c(B) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to timetime pursuant to Section 5.1); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that Grantor becomes aware that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been Specified Product IP Rights are infringed, misappropriated, or diluted by a third party, to the extent deemed prudent in its reasonable business judgment as determined by such Grantor in good faith or in the ordinary course of business as generally conducted by it, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property Specified Product IP Rights, including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vi) it shall, on a quarterly basis, report to the Administrative Agent (i) the filing of any application to register any Product Intellectual Property Rights with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee (excluding a Generic Licensee), or designee thereof by or on behalf of the Grantor) and (ii) the registration of any Product Intellectual Property Rights by any such office by or on behalf of the Grantor, in each case by executing and delivering to the Administrative Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all supplements to Schedules thereto and shall execute and deliver to the Administrative Agent with respect to any such Product Intellectual Property Rights a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, in each case in the forms attached hereto as Exhibits B, C and D; (vii) it shall, promptly upon the request of the Administrative Agent, execute and deliver to the Administrative Agent any document required to acknowledge, confirm, register, record, or perfect the Administrative Agent’s interest in any part of the Owned Intellectual Property Rights, whether now owned or hereafter acquired; (viii) except with the prior written consent of the Administrative Agent or as permitted under the Financing Agreement, each Grantor shall not execute, shall not file and shall not consent to the filing of any financing statement or other document or instruments in any public office, except financing statements or other documents or instruments filed or to be filed in favor of the Administrative Agent; (ix) it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could not reasonably be expected to have materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Product Intellectual Property Rights acquired under such contracts; (x) to the extent deemed prudent in its reasonable business judgment as determined by such Grantor in good faith or in the ordinary course of business as generally conducted by it, it shall not (take reasonable steps to maintain the confidentiality of, and shall not permit any licensee or sublicensee thereof under otherwise protect and enforce its control to) rights in, non-public Product Intellectual Property Rights, including, as applicable (A) do any act or omit protecting the secrecy and confidentiality of its confidential information and Product Trade Secrets by having and enforcing a policy requiring all current employees, consultants, licensees, vendors and contractors with access to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired such information to execute appropriate confidentiality agreements and (B) do any act taking actions reasonably necessary to ensure that no Product Trade Secret owned or omit to do any act whereby any portion of in-licensed by the Copyrights may fall Grantor falls into the public domain; (viiixi) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor enter, and shall the licensees prohibit any of its Subsidiaries from entering, into any agreement to receive any license or sublicensees under its control) do rights in any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights Rights of any other PersonPerson which relate to the Product, any clinical trial for the Product administered by or on behalf of the Company (including the ATHENA Trial) or the research, development, use, manufacture, licensure, packaging, processing, delivery or Commercialization of the Product, or any services provided in connection with the Product, unless such Grantor has used commercially reasonable efforts to permit the assignment or grant of a security interest in such agreement (and all rights of Grantor thereunder) to the Administrative Agent (and any transferees of the Administrative Agent); and (ixxii) except where notwithstanding the failure foregoing, the Administrative Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default, to do so could not reasonably be expected notify, or require any Grantor to have a Material Adverse Effectnotify, it shall take all steps reasonably necessary any obligors with respect to protect any such amounts of the secrecy existence of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsthe security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (iA) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effectas permitted under the Indenture and the Security Documents, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted thereintherein or herein; (iiB) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, Office and the United States Copyright Office or any state registryOffice, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any such Grantor and material to its business which is now or shall become included in the Material Collateral constituting Intellectual Property (except for such Intellectual Property with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not seek registration) including, but not limited to, those items on Schedules 11(aSchedule 4.2(A), 11(b), (B) and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to timeC); (viC) except where it shall (i) within 15 calendar days after either the end of each calendar year or the request of the Collateral Trustee (at the written direction of the Secured Parties), report to Collateral Trustee (1) any new application that has been filed during the preceding calendar year in the name of such Grantor to register any Intellectual Property not constituting Excluded Collateral with the United States Patent and Trademark Office or the United States Copyright Office, and (2) any new registration of such Intellectual Property by any such office, in each case, by executing and delivering to Collateral Trustee a completed Security Agreement Supplement, substantially in the form of Exhibit A attached hereto, together with a supplement to Schedule 4.2 and (ii) provide Collateral Trustee, within ten (10) days prior to any filing described in clause (i)(1) of this Paragraph (C), written notice of such filing; provided, however, that any failure to do so could comply with the requirements of this clause (ii) shall not reasonably constitute a Default if (I) the actions previously taken in connection with this Agreement are effective, and following such filing will continue to be expected effective, to have a Material Adverse Effect, create and perfect the security interest intended to be created hereby in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringewhich such filing relates, misappropriate(II) such filing relates to Intellectual Property that is not reasonably expected to be material to the business of such Grantor at the time of such filing, or violate (III) such failure is subsequently remedied at a time when no other Lien (other than a Permitted Lien) on the intellectual property rights of any other PersonIntellectual Property to which such filing relates shall have attached and become perfected; and (ixD) except where if requested by the failure Collateral Trustee (such request to do so could not reasonably be expected given at the written request of the Holders) in connection with the actions required pursuant to have a Material Adverse EffectSection 4.2(b)(C), it shall take all steps reasonably necessary promptly execute and deliver to protect Collateral Trustee any document required to acknowledge, confirm, register, record, or perfect Collateral Trustee’s interest in any part of the secrecy of all Trade Secretsnew Intellectual Property, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentswhether now owned or hereafter acquired.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i1) except where for Intellectual Property that is not in use and has negligible value, such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it Grantor shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii2) except as could not reasonably be expected to have a Material Adverse Effectfor copyrights of negligible value, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iv3) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it such Grantor shall promptly notify the Collateral Agent if it such Grantor knows or has reason to know that any item of Material the Intellectual Property of Grantor that is in use or has more than negligible value may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, and state registry, any foreign counterpart of the foregoing, or any state registrycourt arbitral tribunal or regulatory agency; (v4) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it such Grantor shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule VI(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time)) except for those pertaining to Intellectual Property that are no longer in use and have negligible value; (vi5) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its exclusive rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii6) except as could not reasonably be expected to have a Material Adverse Effect, it Grantor shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion maintain the level of the Copyrights may become invalidated or otherwise impaired quality of products sold and (B) do services rendered under any act or omit to do any act whereby any portion Trademark at a level at least substantially consistent with the quality of such products and services as of the Copyrights may fall into the public domaindate hereof, and Grantor shall take all steps necessary to insure that licensees of such Trademarks use such standards of quality; (viii7) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it such Grantor shall take all steps reasonably necessary to protect the secrecy confidentiality of all material Trade SecretsSecrets of Grantor, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret confidential information and documents; (8) such Grantor shall promptly (but in no event more than thirty (30) days) report to the Collateral Agent (i) the filing of any application to register any Intellectual Property whether it owns in whole or in part or to the best of its knowledge which it is exclusively licensing from a third party with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensor, licensee, or designee thereof), (ii) the registration of any Intellectual Property by any such office, or (iii) the acquisition of any application or registration and, in each case, shall execute and deliver to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto an executed Trademark Security Agreement, Patent Security Agreement, or Copyright Security Agreement in form and substance satisfactory to the Agent; (9) except with the prior consent of the Collateral Agent or as permitted under the Securities Purchase Agreement, Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent, and Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Security Agreement and the other Loan Documents. (10) such Grantor shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that would impair or prevent the creation of a security interest in, or the assignment of, such Grantor's rights and interests in any Intellectual Property acquired under such Contracts; (11) such Grantor shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (12) such Grantor shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of any Intellectual Property. In connection with such collections, such Grantor may take (and, at the Collateral Agent's reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to notify, or require Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby Section 6.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as follows: (ia) except where such act may be required by Law, (b) the Company determines, in good faith, may be necessary or failure advisable in accordance with the COVID Measures, (c) may be consented to omission could not reasonably be expected to have a Material Adverse Effect, it in writing by Parent (which consent shall not do any act be unreasonably withheld, conditioned or omit delayed), (d) may be expressly required or expressly contemplated pursuant to do any act whereby this Agreement or (e) set forth in Section 6.1 of the Company Disclosure Letter, (x) the Company shall use its reasonable best efforts to conduct the business of the Company and its Subsidiaries in the ordinary course of business, and to the extent consistent therewith, the Company shall use its reasonable best efforts to preserve in all material respects its present relationships with key customers, suppliers, employees and other Persons with which it has material business relations (provided, however, that no action by the Company or any of the Material Intellectual Property of such Grantor may lapseits Subsidiaries, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall notapplicable, with respect to matters specifically addressed by any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level provision of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, immediately succeeding clause (y) invalid or unenforceableshall be deemed a breach of the foregoing unless such action would constitute a breach of such provision of the immediately succeeding clause (y)); and (y) the Company shall not, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee of its Subsidiaries to: (a) amend or sublicensee thereof under otherwise change, in any respect (other than immaterial or ministerial changes) the Company Charter or the Company Bylaws (or such equivalent organizational or governing documents of any of its control toSubsidiaries); (b) split, combine, reclassify, redeem, repurchase or otherwise acquire or amend the terms of any capital stock or other equity interests or rights of the Company or any of its Subsidiaries (other than repurchases of shares of Company Common Stock in connection with the exercise, vesting or settlement of Company Equity Awards that (A) do any act or omit to do any act whereby any portion are outstanding as of the Copyrights may become invalidated date hereof in accordance with their terms as in effect on the date hereof or otherwise impaired and (B) do any act or omit to do any act whereby any portion of may be granted after the Copyrights may fall into the public domaindate hereof in compliance with Section 6.1(e)); (viiic) issue, sell, pledge, dispose (or agree to issue, sell, pledge or dispose), encumber or grant any shares of its or its Subsidiaries’ capital stock or other equity interests (including any Company Securities), or any options, warrants, convertible securities or other rights of any kind to acquire any shares of its or its Subsidiaries’ capital stock or other equity interests (including any Company Securities), except for transactions among the Company and its direct or indirect wholly owned Subsidiaries or among the Company’s direct or indirect wholly owned Subsidiaries; provided, however, that the Company may issue shares of Company Common Stock upon the exercise, vesting or settlement of Company Equity Awards that (A) are outstanding as of the date hereof in accordance with their terms as in effect on the date hereof or (B) may be granted after the date hereof in compliance with Section 6.1(e); (d) establish a record date for, authorize, declare, pay or make any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to the Company’s or any of its Subsidiaries’ capital stock or other equity interests, other than dividends paid by any wholly owned Subsidiary of the Company to the Company or any wholly owned Subsidiary of the Company; (e) except as could required under the terms of a Company Benefit Plan or to the extent required by Law, (i) increase, or commit to increase, the compensation payable or to become payable or benefits provided or to be provided to any current or former director, officer or employee of the Company or any of its Subsidiaries, except as permitted by Section 6.1(e) of the Company Disclosure Letter, (ii) establish, adopt, enter into or materially amend any Company Benefit Plan (or any arrangement which in existence as of the date hereof would constitute a Company Benefit Plan), other than as permitted by Section 6.1(e) of the Company Disclosure Letter, (iii) enter into any collective bargaining agreement with any labor union, (iv) take any action to accelerate the vesting or payment date of any compensation or benefits, or the funding of any compensation or benefits, payable, provided or to become payable or provided under a Company Benefit Plan, or otherwise, (v) hire or engage any employee, other than hiring or engaging employees in the ordinary course of business to replace departed employees or (vi) terminate, hire or engage any employee who is or upon hiring will become a Section 16 Officer, other than terminations for cause, as determined in the Company’s reasonable discretion ; (f) except as set forth in Section 6.1(e) of the Company Disclosure Letter, grant, commit to grant, confer or award any Company Equity Awards; (g) acquire (including by merger, consolidation, or acquisition of stock or assets), except in respect of any merger, consolidation or business combination among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, any equity interest in or business of any Person, except with respect to any such transactions pursuant to agreements in effect prior to the execution of this Agreement and set forth on Section 6.1(g) of the Company Disclosure Letter; (h) incur, issue, or amend in any material respect the terms of, any indebtedness for borrowed money (including, for clarity, issuing or selling any debt securities or rights to acquire debt securities), or assume, guarantee or otherwise become liable for any indebtedness for any Person, in each case, greater than $1,000,000, except for indebtedness incurred under capital leases, purchase money financing, equipment financing and letters of credit, in each case, in the ordinary course of business or between or among the Company or any of its wholly-owned Subsidiaries; (i) enter into, modify, amend or terminate (other than expiration in accordance with their terms) any Company Material Contract other than in the ordinary course of business consistent with past practice and in a manner that is not reasonably materially adverse to the Company and its Subsidiaries; (j) make any change to its methods of accounting in effect at December 31, 2022, except (i) as required by GAAP (or any interpretation thereof), Regulation S-X of the Exchange Act or a Governmental Authority or quasi-Governmental Authority (including the Financial Accounting Standards Board or any similar organization), (ii) to permit the audit of the Company’s financial statements in compliance with GAAP or (iii) as required by a change in applicable Law; (k) except as contemplated by this Agreement, adopt or enter into a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization (other than with respect to or among wholly owned subsidiaries of the Company); (l) settle, release, waive or compromise any pending material litigation other than (i) settlements or compromises of litigation (x) other than Transaction Litigation (which shall be expected governed by Section 6.19), (y) the settlement, payment, discharge or satisfaction of which does not result in the imposition of equitable or other non-monetary relief on, or the admission of wrongdoing by, the Company or any of its Affiliates and (z) for solely monetary payments in the aggregate where the amount paid (less the amount reserved for such matters by the Company or otherwise covered by insurance) in settlement or compromise, in each case, does not exceed, individually or in the aggregate, the amounts set forth in Section 6.1(l) of the Company Disclosure Letter or (ii) any litigation with respect to have which an insurer (but neither the Company nor any of its Subsidiaries) has the right to control the decision to settle and results solely in a monetary obligation that is funded entirely by an insurance policy of the Company or any of its Subsidiaries; (m) (i) sell, assign, license (other than Non-Material Adverse EffectLicenses), it shall not (nor shall the licensees abandon, transfer or sublicensees under its control) do otherwise dispose of any act that uses any Material material Company Intellectual Property Rights to infringeany Person other than the Company or a Subsidiary of the Company, misappropriateother than the expiration of such Company Intellectual Property Rights at the end of its maximum statutory term or abandonment of registrations or applications for Intellectual Property Rights in the ordinary course of business, or violate (ii) disclose any material trade secrets or other material confidential information, other than (A) to the intellectual property rights Company or a Subsidiary of any other Person; andthe Company or (B) pursuant to a written non-disclosure agreement (or similar obligation by operation of law) entered into in the ordinary course of business with reasonable confidentiality provisions (or similar protections) in favor of, the Company; (ixn) except where incur or commit to incur any capital expenditures, or any obligations or liabilities in connection therewith that are in excess of $100,000 individually or $250,000 in the failure aggregate; (i) make, change, revoke, rescind, or otherwise modify any material tax election; (ii) materially amend or otherwise materially modify any material Tax Return; (iii) adopt, change, or otherwise modify any Tax accounting period or any material Tax accounting method; or (iv) settle, consent to, or compromise (in whole or in part) any material claim, liability, assessment, audit, examination, proceeding, or other litigation related to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, income or other material Taxes (including, without limitation, by entering into confidentiality agreements any closing or other settlement agreement with employees any Taxing Authority); (p) sell, transfer or assign to any Third Party any material line of business of the Company and labeling its Subsidiaries, taken as a whole; (q) except for transactions among the Company and restricting access its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries, sell, lease, assign, license, sublicense, convey, transfer, exchange or swap, or subject to secret information and documentsany Lien (other than Permitted Liens) or otherwise dispose of or abandon any material right, property or asset (or material group of rights, properties or assets), other than such sales, leases, assignments, licenses, sublicenses, conveyances, transfers, exchanges, swaps or other dispositions of obsolete equipment in the ordinary course of business consistent with past practice; (r) adopt or implement any stockholder rights plan or similar arrangement; (s) modify, amend or terminate, or waive any provision of or intentionally breach any provision or condition of, the Originator Carveout Agreement; or (t) authorize, agree or commit to take, or enter into any Contract to do any of the foregoing. Section 6.2 [Reserved].

Covenants and Agreements. Each Grantor hereby covenants and agrees as followswith the Secured Party that from and after the date of this Agreement until the payment in full of all Secured Obligations that: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted thereintherein unless such Intellectual Property is not material to the conduct of its business or operations; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertyof any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereofhereof unless any such Trademark is not material to the conduct of its business or operations, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent Secured Party if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, and state registry, any foreign counterpart of the foregoing, or any state registrycourt; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property (except for such works with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not seek registration) including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall unless it shall reasonably determine that such Intellectual Property is not material to the conduct of its business or operations, promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its exclusive rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Secured Party (i) the filing of any application to register any Intellectual Property with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Secured Party a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not reasonably be expected it shall, promptly upon the reasonable request of the Secured Party, execute and deliver to have a Material Adverse Effectthe Secured Party any document required to acknowledge, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeconfirm, misappropriateregister, record, or violate perfect the intellectual property rights Secured Party’s interest in any part of any other Person; andthe Intellectual Property, whether now owned or hereafter acquired; (ix) except where with the failure prior consent of the Secured Party or as permitted under the Credit Agreement (including, without limitation, with respect to do purchase money security interests permitted under the Credit Agreement), each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Secured Party and each Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Agreement and the other Credit Documents; (x) it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could not reasonably be expected to have or might in any way materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (xi) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secretstrade secrets relating to the products and services sold or delivered under or in connection with the Intellectual Property; (xii) it shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (xiii) it shall continue to collect, includingat its own expense, without limitationall amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, entering into confidentiality agreements each Grantor may take such action as such Grantor may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Secured Party shall have the right at any time, to notify, or require any Grantor to notify, any obligors with employees and labeling and restricting access respect to secret information and documentsany such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Collateral Intellectual Property that is material to the business of such Grantor or otherwise of material value may lapse, or become abandoned, canceled, dedicated to the public, invalidforfeited, unenforceable or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, otherwise impaired or which would adversely affect the validity, grant, grant or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of Grantor and included in the Collateral, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Security Agent if it knows or has reason to know that any item of Material the Collateral Intellectual Property that is material to the business of Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing ,or any court) or (d) the subject of any asserted reversion or termination rights; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration or issuance of each Trademark, Patent, Patent and Copyright owned by any Grantor and included in the Collateral and material to its business which is now or shall become included in the Material Collateral Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Collateral Intellectual Property that is material to Grantor’s business and owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, diluted or diluted otherwise violated by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, dilution or dilution other violation and protect its rights in such Material Collateral Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vi) it shall promptly (but in no event more than thirty (30) days after Grantor obtains knowledge thereof) report to the Security Agent (i) the filing of any application to register any Collateral Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any state registry or foreign counterpart of the foregoing (whether such application is filed by Grantor or through any agent, employee, licensee, or designee thereof), (ii) the registration of any Collateral Intellectual Property by any such office, (iii) the acquisition of any Collateral Intellectual Property that is registered or applied for in any such office, and (iv) the filing of an “statement of use” or “amendment to allege use” in the PTO with respect to any “intent to use” Trademark application owned by Grantor, in each case by executing and delivering to the Security Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto; (vii) except as could not reasonably be expected to have a Material Adverse Effectit shall, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion promptly upon the reasonable request of the Copyrights may become invalidated Security Agent, execute and deliver to the Security Agent any document (including each Intellectual Property Security Agreement) required to acknowledge, confirm, register, record or otherwise impaired and (B) do perfect the Security Agent’s interest in any act or omit to do any act whereby any portion part of the Copyrights may fall into the public domainCollateral Intellectual Property, whether now owned or hereafter acquired; (viii) except with the prior consent of the Security Agent or as could not reasonably be expected to have a Material Adverse Effectpermitted under the Credit Agreement, it Grantor shall not (nor execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Security Agent and Grantor shall not sell, assign, transfer, license, grant any option or create or suffer to exist any Lien upon or with respect to the licensees or sublicensees Collateral Intellectual Property, except for the Lien created by and under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate this Agreement and the intellectual property rights of any other Person; andLoan Documents and other Permitted Liens; (ix) except where it shall hereafter use best efforts so as not to permit the failure inclusion in any contract to do so which it hereafter becomes a party of any provision that could not reasonably be expected or might in any way materially impair or prevent the creation of a security interest in, or the assignment of, Grantor’s rights and interests in any property included within the definitions of any Collateral Intellectual Property material to have a Material Adverse Effect, Grantor’s business acquired under such contracts; (x) it shall take all steps reasonably necessary to protect the secrecy of all Trade SecretsSecrets included in the Collateral, including, without limitation, entering into confidentiality agreements with employees and consultants and labeling and restricting access to secret information and documents; (xi) it shall use proper statutory notice, in all material respects, in connection with its use of any of the Collateral Intellectual Property; and (xii) it shall continue to collect, at its own expense, all amounts due or to become due to Grantor in respect of the Collateral Intellectual Property or any portion thereof. In connection with such collections, Grantor may take (and, at the Security Agent’s reasonable direction, shall take) such action as Grantor or the Security Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Security Agent shall have the right at any time, to notify, or require Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby to cause any of the Material Intellectual Property which is material to the business of such Grantor may to lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would could reasonably be expected to adversely affect the validity, grant, or enforceability of the security interest granted thereintherein in any material respect; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, and state registry, any foreign counterpart of the foregoing, or any state registrycourt; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property (except for such works with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not seek registration) including, but not limited to, those items on Schedules 11(a3.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor which is or has been material to its business is infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its exclusive rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Collateral Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not reasonably be expected it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to have a Material Adverse Effectthe Collateral Agent any document required to acknowledge, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeconfirm, misappropriateregister, record, or violate perfect the intellectual property rights Collateral Agent's interest in any part of any other Person; andthe Intellectual Property, whether now owned or hereafter acquired; (ix) except where with the failure prior consent of the Collateral Agent given in accordance with the Credit Agreement or as permitted under the Credit Agreement, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to do be filed in favor of the Collateral Agent and each Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Security Agreement and the other Loan Documents; (x) it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could not reasonably be expected to have or might in any way materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment of, such Grantor's rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (xi) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secretstrade secrets relating to the products and services sold or delivered under or in connection with the Intellectual Property, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (xii) it shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (xiii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at the Collateral Agent's reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any commercially unreasonable act whereby any of the Material Intellectual Property which, in its reasonable business judgment, is material to any line of such Grantor business of the Grantors may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to any line of business of the Grantors, as determined in its reasonable business judgment, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each such Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following at its own expense, within thirty (30) days of the creation or acquisition of any Copyrightable copyrightable work constituting Material Intellectual Propertywhich is material to any line of business of the Grantors, apply to register the Copyright in the United States Copyright Office; (iv) Office except where for works with respect to which such Grantor has determined with the failure to do exercise of its commercially reasonable judgment that it shall not so could not reasonably be expected to have a Material Adverse Effect, apply; it shall promptly notify the Term Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to any line of business of the Grantors may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; except for works with respect to which such Grantor has reasonably determined are of diminishing value and not used in or needed for the conduct of its business; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effectit shall, it shall at its own expense, take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any such Grantor and material to its any line of business of the Grantors which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.6(A), 11(b), (C) and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (viE) except for Intellectual Property that such Grantor has reasonably determined are of diminishing value and not used in or needed for the conduct of its business or where the failure to do so take such action, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, ; (v) in the event that any Material Intellectual Property owned by or exclusively licensed to such Grantor that is of significant value or is material to any Grantor is or has been line of business of the Grantors is, to such Grantor’s knowledge, infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damagesdamages (except for Intellectual Property that such Grantor has reasonably determined are of diminishing value and not used in or needed for the conduct of such line of business); such Grantor shall also notify in writing Term Collateral Agent of the name and address of such third party, as well as any pertinent information reasonably requested by the Term Collateral Agent regarding the infringement, misappropriation, or dilution; (vi) it shall report to the Term Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof), (ii) the acquisition of any such application or registration by purchase or assignment, and (iii) the registration of any Intellectual Property by any such office, in each case by executing and delivering to the Term Collateral Agent (A) a completed Pledge Supplement, substantially in the form of Exhibit A, together with all supplements to Schedules thereto; and (B) a grant of security in the Intellectual Property substantially in the form of Exhibit B, Exhibit C, or Exhibit D, as applicable, within thirty (30) days of such submission or acquisition or as soon as legally permissible, and promptly file such grant with the United States Patent and Trademark Office or the United States Copyright Office, as applicable; provided, that for the avoidance of doubt, any Intellectual Property or rights therein acquired by any Grantor after the date hereof shall constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the lien and security interest created by this Agreement without further action by any party; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly execute and deliver within thirty (30) days to the Term Collateral Agent at such Grantor’s expense, a certificate or other indicia of ownership where a registration of Intellectual Property is issued hereafter as a result of any application now or hereafter pending, and shall not permit execute, deliver and record any licensee document required to acknowledge, confirm, register, record, or sublicensee thereof under its control to) (A) do perfect the Term Collateral Agent’s interest in any act or omit to do any act whereby any portion part of the Copyrights may become invalidated Intellectual Property, whether now owned or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domainhereafter acquired; (viii) except with the prior consent of the Term Collateral Agent (such consent not to be unreasonably withheld, delayed or conditioned) or as could permitted under the Term Loan Agreement, no Grantor shall execute, and there will not reasonably be expected on file in any public office, any financing statement or other document or instruments (other than financing statements, documents or instruments filed in respect of Permitted Liens) and no Grantor shall sell, assign, transfer, license, grant any option or create or suffer to have a Material Adverse Effectexist any Lien upon or with respect to the Intellectual Property, it shall not except for (nor shall 1) the licensees or sublicensees Lien created by and under its controlthis Agreement and the other Credit Documents and (2) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; andPermitted Liens; (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents, except as, individually or in the aggregate, could not be reasonably expected to result in a Material Adverse Effect; (x) it shall take all steps reasonably necessary to use proper statutory notice in connection with its use of any of the Intellectual Property, except as, individually or in the aggregate, could not be reasonably expected to result in a Material Adverse Effect; and (xi) subject to the next sentence, it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at the Term Collateral Agent’s reasonable direction (subject to the terms of the Intercreditor Agreement), shall take) such action as such Grantor or the Term Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Term Collateral Agent shall have the right (subject to the terms of the Intercreditor Agreement) at any time to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby; provided with respect to sub-clauses (i) through (x) above, nothing in this Agreement shall prevent any Grantor from discontinuing the use or maintenance of any Article 9 Collateral consisting of a Patent, Trademark or Copyright, or require any Grantor to pursue any claim of infringement, misappropriation or dilution, if (x) such Grantor so reasonably determines in its good business judgment and (y) it is not prohibited by the Term Loan Agreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where it shall (a) within thirty (30) days of the Closing Date, file with the United States Patent and Trademark Office, the United States Copyright Office and the Canadian counterpart of such act or failure offices documents sufficient to omission could not reasonably be expected ensure that all U.S. and Canadian registrations and applications for Copyrights, Patents and Trademarks listed on Schedule 4.7 stand in the name of a Grantor and shall immediately provide the Priority Lien Collateral Trustee with copies of such filings; and (b) within one hundred eight (180) days of the Closing Date, file with all other foreign counterparts to have the United States Patent and Trademark Office and the United States Copyright Office documents sufficient to ensure that all other foreign registrations and applications for Copyrights, Patents and Trademarks listed on Schedule 4.7 stand in the name of a Material Adverse Effect, Grantor and shall immediately provide Priority Lien Collateral Trustee with copies of such filings; (ii) it shall not do any act or omit to do any act whereby any of the Material Intellectual Property owned by a Grantor which is material to the business of such a Grantor may could reasonably be expected to lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (iiiii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertyowned by or licensed to a Grantor which are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all such commercially reasonable steps as are necessary to insure that licensees of such Trademarks use such consistent the standards of quality; (iii) except where quality set by such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright OfficeGrantor; (iv) except where within thirty (30) days of the failure date hereof with respect to do so could any Copyrights set forth on Schedule 4.7(A) that were not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed standing in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution name of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in upon the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to effectiveness of the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse EffectClosing Date and, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringedall other cases, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents.within sixty

Covenants and Agreements. Each Grantor hereby covenants 10.1 [Intentionally Left Blank] 10.2 Seller agrees that it will, at any time and agrees from time to time, after the Closing, upon request of Buyer, do, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as follows:may be reasonably required to convey and transfer to and vest in Buyer and protect its rights, title and interest in and enjoyment of all the Assets. 10.3 The parties hereto shall use their reasonable best efforts to obtain, and to cooperate with each other in obtaining, all authorizations, approvals, licenses, permits and other consents contemplated by Articles VIII and IX. 10.4 During the period from the date of this Agreement through the Closing Date, Seller will conduct its operation of the Business only in accordance with the Management Agreement and Seller shall not dispose of any of the assets of the Business, except as contemplated by the Management Agreement. 10.5 Seller shall afford to Buyer, its attorneys, accountants and such other representatives of Buyer as Buyer shall designate to Seller, free and full access at all reasonable times, and upon reasonable prior notice, to the Assets and the properties, books and records of Seller, and to interview personnel, suppliers and customers of Seller, in order that Buyer may have full opportunity to make such investigation as it shall reasonably desire of the Assets, the Liabilities and the Business. Seller shall allow an environmental consulting firm selected by Buyer (the "ENVIRONMENTAL AUDITOR") to have prompt access to the Real Property in order to conduct an environmental investigation, satisfactory to Buyer in scope (such scope being sufficient to result in a Phase I environmental audit report and a Phase II environmental audit report, if desired by Buyer), of, and to prepare a report with respect to, the Real Property (the "ENVIRONMENTAL AUDIT"). Seller shall provide to the Environmental Auditor: (i) except where such act or failure reasonable access to omission could not reasonably be expected all of its existing records concerning the matters which are the subject of the Environmental Audit; and (ii) reasonable access to the employees of Seller and the last known addresses of former employees of Seller who are most familiar with the matters which are the subject of the Environmental Audit (Seller agreeing to use reasonable efforts to have a Material Adverse Effectsuch former employees respond to any reasonable requests or inquiries by the Environmental Auditor). Seller shall otherwise cooperate with the Environmental Auditor in connection with the Environmental Audit. Buyer shall bear 100% of the costs, it fees and expenses in connection with the Environmental Audit. 10.6 All representations and warranties of Seller and the Stockholders shall not do survive the Closing Date. Seller and the Stockholders, jointly and severally, agree to indemnify and hold harmless Buyer and its stockholders, officers, directors, employees and agents, and their respective successors and assignees, from and against any act and all losses, liabilities, obligations, assessments, suits, actions, proceedings, claims or omit to do demands, including costs, expenses and fees (including reasonable attorneys' fees and expert witness fees) incurred in connection therewith, suffered by any act whereby of them or asserted against any of them or the Assets, arising out of or based upon (a) the failure of any representation or warranty of Seller or the Stockholders contained herein, or in any agreement, certificate or document executed by Seller or any of the Material Intellectual Property Stockholders in connection herewith, to be true and correct in all material respects as of such Grantor may lapsethe Inventory Date, (b) the breach of any covenant or agreement of Seller or any of the Stockholders contained in this Agreement, (c) any liability or obligation of Seller or any of the Stockholders not expressly assumed by Buyer pursuant to this Agreement, or become abandoned(d) any arrangements or agreements made or alleged to have been made by Seller or any of the Stockholders with any broker, dedicated finder or other agent in connection with the transactions contemplated hereby. Notwithstanding the foregoing, the total indemnification obligations of the Seller and the Stockholders hereunder shall not exceed the Purchase Price. 10.7 All representations and warranties of Buyer shall survive the Closing Date. Buyer agrees to the publicindemnify and hold harmless Seller and its stockholders, invalidofficers, directors, employees and agents, and their respective successors and assignees, from and against any and all losses, liabilities, obligations, assessments, suits, actions, proceedings, claims or demands, including costs, expenses and fees (including reasonable attorneys' fees and expert witness fees) incurred in connection therewith, suffered by any of them, or unenforceableasserted against any of them, arising out of or based upon (a) the failure of any representation or warranty of Buyer contained herein, or placed in any agreement, certificate or document executed by Buyer in connection herewith, to be true and correct in all material respects as of the public domainClosing Date, or, (b) the breach of any covenant or agreement of Buyer contained in the case of a Trade Secret, lose its competitive valuethis Agreement, or which would adversely affect (c) the validityLiabilities. 10.8 Personal property, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, use and intangible taxes and assessments with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold Assets shall be prorated on a per diem basis and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products apportioned between Seller and services Buyer as of the date hereofof the Closing. Seller shall be liable for that portion of such taxes and assessments relating to, or arising in respect of, periods on or prior to the Inventory Date, and each Grantor Buyer shall take all steps necessary to insure be liable for that licensees portion of such Trademarks use taxes and assessments relating to, or arising in respect of, any period after the Inventory Date. Any taxes attributable to the sale or transfer of the Assets to Buyer hereunder shall be paid by Seller. 10.9 Except as may be required by law or the rules of the New York Stock Exchange or as necessary in connection with the transactions contemplated hereby, no party hereto shall (i) make any press release or other public announcement relating to this Agreement or the transactions contemplated hereby, without the prior approval of the other parties hereto or (ii) otherwise disclose the existence and nature of negotiations regarding the transactions contemplated hereby to any person or entity other than such consistent standards party's accountants, attorneys, agents and representatives, all of quality; (iii) except where whom shall be subject to this nondisclosure obligation as agents of such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following party. The parties shall cooperate with each other in the creation or acquisition preparation and dissemination of any Copyrightable work constituting Material Intellectual Propertypublic announcements of the transactions contemplated by this Agreement. 10.10 Neither Seller nor any of the Stockholders shall pursue, apply initiate, encourage or engage in, any negotiations or discussions with, or provide any information to, any person or entity (other than Buyer and its representatives and affiliates) regarding the sale or possible sale to register any such person or entity of any of the Copyright in the United States Copyright Office;Assets or capital stock of Seller or any merger or consolidation or similar transaction involving Seller. (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it 10.11 Buyer shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceableapply for, or (z) subject cause an affiliate of Buyer to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Officeapply for, the United States Copyright Office or any state registry; (v) except where issuance of a franchise to operate a BMW dealership upon the failure to do so could not reasonably be expected to have a Material Adverse EffectReal Property. Effective as of the Closing, it Seller shall terminate its Dealer Sales and Service Agreements with BMW. Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in the United States Patent Buyer's efforts to obtain its own similar Dealer Sales and Trademark Office, the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) Service Agreements with BMW. The parties acknowledge that Buyer's Dealer Agreements are subject to the Perfection Certificate (as such schedules may approval of BMW and that Buyer would be amended or supplemented from time unable to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effectobtain its own, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution similar Dealer Sales and protect Service Agreement absent Seller's termination of its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsagreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees with respect to itself as follows: (i) except where other than in a manner consistent with an exercise of such act or failure to omission could not reasonably be expected to have a Material Adverse EffectGrantor’s reasonable business judgment, it shall not do any act or knowingly omit to do any act whereby any of the Material United States Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material the United States Intellectual Property may that is material to the business of such Grantor is reasonably likely to become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceableunenforceable (other than as a result of the expiration of its non renewable, or natural term), or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, Office or the United States Copyright Office Office, or any state registrycourt (other than office actions in the course of prosecution that do not materially affect such Grantor’s right to use such Intellectual Property); (viii) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all commercially reasonable steps in the United States Patent and Trademark Office, Office and the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each United States Trademark, Patent, and Copyright owned by any such Grantor and that is material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate Schedule 4.5 (as such schedules it may be amended or supplemented from time to time), but only to the extent that such items remain material to such Grantor’s business; (viiv) except where it shall promptly (but in no event more than once in any calendar year) report to the failure Collateral Agent the occurrence of any of the following which occurred since the last report to do so could not reasonably be expected the Collateral Agent, but only to have the extent that such items remain material to such Grantor’s business: (i) the filing of any application to register any Patent, Trademark or Copyright with the United States Patent and Trademark Office or the United States Copyright Office (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Intellectual Property by any such office, or the acquisition of any such Intellectual Property in 103522660_5 each case by executing and delivering to the Collateral Agent a Material Adverse Effectcompleted Pledge Supplement, substantially in the event that any Material Intellectual Property owned by or exclusively licensed form of Exhibit A attached hereto, together with all Supplements to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other PersonSchedules thereto; and (ixv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary that are, in such Grantor’s reasonable business judgment, commercially reasonable to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access Secrets that are material to secret information and documentsthe business of such Grantor.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any commercially reasonable act whereby any of the Material Intellectual Property which in its reasonable judgment is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, as determined in its reasonable judgment, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly within sixty (60) days following the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright OfficeCanadian Intellectual Property Office except for works with respect to which the Grantor has determined with the exercise of its commercially reasonable judgment that it shall not so apply; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Canadian Agent if it knows that any item of Material the Intellectual Property that in its reasonable judgment is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Canadian Intellectual Property Office, the United States Copyright Office or any state registrycourt, except as would not have a Material Adverse Effect; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Canadian Intellectual Property Office, the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.10 (A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time), except as would not have a Material Adverse Effect; (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor that in its reasonable judgment is or has been material to the business of such Grantor is, to such Grantor’s knowledge, infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but (except for such works in respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not limited to, the initiation of a suit for injunctive relief and to recover damagestake any action); (vii) except as could not reasonably be expected to have on the Quarterly Reporting Date after a Material Adverse Effectfiling or registration described in clause (i) or (ii) takes place, it shall not promptly (and shall not permit but in no event more than thirty (30) days after any licensee Grantor obtains knowledge thereof) report to the Canadian Agent (i) the filing of any application to register any material Intellectual Property with the Canadian Intellectual Property Office, or sublicensee thereof under its control to) (A) do any act provincial or omit to do any act whereby any portion territorial registry or foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Canadian Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not reasonably be expected it shall, promptly upon the reasonable request of the Canadian Agent, execute and deliver to have a Material Adverse Effectthe Canadian Agent any document required to acknowledge, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeconfirm, misappropriateregister, record, or violate perfect the intellectual property rights Canadian Agent’s interest in any part of any other Person; andthe Intellectual Property, whether now owned or hereafter acquired; (ix) except with the prior consent of the Canadian Agent (not to be unreasonably withheld) or with respect to Permitted Liens, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Canadian Agent and each Grantor shall not license, grant any option, or create or suffer to exist any Lien upon or with respect to the material Intellectual Property, except for (A) the Liens created by and under this Agreement and the other Credit Documents and (B) licenses entered into in the ordinary course of business of such Grantor; (x) it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any Material Contract to which it hereafter becomes a party of any provision that could or might in any way materially impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts, provided that this shall not apply to standard form contracts entered into in the ordinary course of business; (xi) it shall use proper statutory notice in connection with its use of any Patent, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (xii) unless otherwise determined in the exercise of business judgment, it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the material Intellectual Property or any portion thereof. Following the occurrence and during the continuance of an Event of Default, in connection with such collections, each Grantor may take all steps (and, at the Canadian Agent’s reasonable direction, shall take) such action as such Grantor or the Canadian Agent may deem reasonably necessary to protect enforce collection of such amounts. Notwithstanding the secrecy foregoing, the Canadian Agent shall have the right at any time following the occurrence and during the continuance of all Trade Secretsan Event of Default, includingto notify, without limitationor require any Grantor to notify, entering into confidentiality agreements any obligors with employees and labeling and restricting access respect to secret information and documentsany such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any commercially unreasonable act whereby any of the Material Intellectual Property which, in its reasonable business judgment, is material to any line of such Grantor business of the Grantors may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to any line of business of the Grantors, as determined in its reasonable business judgment, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each such Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following at its own expense, within thirty (30) days of the creation or acquisition of any Copyrightable copyrightable work constituting Material Intellectual Propertywhich is material to any line of business of the Grantors, apply to register the Copyright in the United States Copyright Office; (iv) Office except where for works with respect to which such Grantor has determined with the failure to do exercise of its commercially reasonable judgment that it shall not so could not reasonably be expected to have a Material Adverse Effect, apply; it shall promptly notify the Revolving Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to any line of business of the Grantors may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; except for works with respect to which such Grantor has reasonably determined are of diminishing value and not used in or needed for the conduct of its business; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effectit shall, it shall at its own expense, take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any such Grantor and material to its any line of business of the Grantors which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.6(A), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents.,

Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grantxxxxx, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure ensure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertyor proprietary software which is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effectif consistent with its business judgment, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property material to the business of any Grantor owned by or exclusively licensed to any such Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall shall, if consistent with its business judgment, promptly take all reasonable actions as are appropriate under the circumstances in its business judgement to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Collateral Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except with the prior consent of Collateral Agent or as could permitted under the Credit Agreement, no Grantor shall execute, and there will not reasonably be expected on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to have be filed in favor of Collateral Agent or in connection with a Material Adverse EffectPermitted Lien and no Grantor shall sell, it shall not (nor shall the licensees or sublicensees under its control) do assign, transfer, license, grant any act that uses any Material Intellectual Property to infringe, misappropriateoption, or violate create or suffer to exist any Lien upon or with respect to the intellectual property rights of any Intellectual Property, except for the Lien created by and under this Agreement and the other Person; andCredit Documents and Permitted Liens; (ix) except where it shall hereafter use best efforts so as not to permit the failure inclusion in any contract to do so could not reasonably be expected to have which it hereafter becomes a Material Adverse Effectparty of any provision that materially impairs or prevents the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (x) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (xi) it shall use proper statutory notice in connection with its use of any of the Intellectual Property material to its business; and (xii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at Collateral Agent’s reasonable direction, shall take) such action as such Grantor or Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, Collateral Agent shall have the right at any time following the occurrence and during the continuance of an Event of Default, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Except to the extent not prohibited by the Facilities Agreement, each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest Encumbrance granted therein, except as permitted under the Facilities Agreement or through the expiration of registered Intellectual Property at the end of its maximum statutory term (including renewal terms, where applicable); (ii) except as could not reasonably be expected to have a Material Adverse Effectthe extent commercially reasonable to do so, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent in all material respects with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Administrative Agent if it knows or has reason to know that any item of Material the Intellectual Property material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, other than through the expiration of registered Intellectual Property at the end of its maximum statutory term having no applicable renewal periods, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, or any state registrycourt (other than office actions issued as part of the examination process by any patent, trademark or copyright office); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, Office and the United States Copyright Office or any state registry, to pursue any filed application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), Schedule 4.7(A) (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time), but in each case subject to such Grantor’s reasonable business judgment; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property (A) which is material to the business of any Grantor, and (B) owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages, but in each case subject to such Grantor’s reasonable business judgment; (vi) except to the extent otherwise required by clause (xii) below, concurrently with delivering quarterly financials pursuant to Section 18(s)(ii) of the Facilities Agreement, it shall report to the Administrative Agent (i) the filing of any application to register any Intellectual Property material to its business with the United States Patent and Trademark Office or the United States Copyright Office (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Intellectual Property material to its business by any such office, in each case by executing and delivering to the Administrative Agent a completed Pledge Supplement, together with all Supplements to Schedules thereto; (vii) except as could not reasonably be expected to have a Material Adverse Effectit shall, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion promptly upon the reasonable request of the Copyrights may become invalidated Administrative Agent, execute and deliver to the Administrative Agent any document reasonably required to acknowledge, confirm, register, record, or otherwise impaired and (B) do perfect the Administrative Agent’s interest in any act or omit to do any act whereby any portion part of the Copyrights may fall into the public domainIntellectual Property, whether now owned or hereafter acquired; (viii) except with the prior consent of the Administrative Agent or as could permitted under the Facilities Agreement, no Grantor shall execute, and there will not reasonably be expected on file in any public office, any financing statement or other document or instruments with respect to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property of any Grantor included in the Collateral, except financing statements or other documents or instruments filed or to infringebe filed in favor of the Administrative Agent or filed in connection with a Permitted Encumbrance or as otherwise permitted by the Facilities Agreement, misappropriateand no Grantor shall sell, assign, transfer, license, grant any option, or violate create or suffer to exist any Encumbrance upon or with respect to the intellectual property rights of any Intellectual Property included in the Collateral, except for the Encumbrance created by and under this Agreement and the other Person; andCredit Documents or Permitted Encumbrances or as otherwise permitted by the Facilities Agreement; (ix) except where it shall hereafter use commercially reasonable efforts so as not to permit the failure inclusion in any contract to do so could which it hereafter becomes a party of any provision that would materially impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property acquired under such contracts which would be included within the definitions of any Intellectual Property and the Collateral, and which would be material to such Grantor’s business; provided, that it is agreed that commercially reasonable efforts shall not reasonably be expected require such Grantor to agree to a term solely in order to comply with this provision if such term would have a Material Adverse Effect, financially negative impact on such Grantor; (x) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (xi) it shall use proper statutory notice in connection with its use of any of the Intellectual Property material to its business to the extent necessary to maintain such Intellectual Property; (xii) it shall continue to collect, at its own expense, all material amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof, consistent with past practices and to the extent deemed prudent business conduct by such Grantor in good faith. In connection with such collections, each Grantor may take (and, at the Administrative Agent’s reasonable direction during the occurrence and continuance of an Event of Default, shall take) such action as such Grantor or, during the occurrence and continuance of an Event of Default, the Administrative Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Administrative Agent shall have the right at any time during the occurrence and continuance of an Event of Default, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the Encumbrance created hereby.

Covenants and Agreements. Each Grantor hereby covenants Section 6.1. Conduct of the Company Prior to the Effective Time. (a) The Company shall, and agrees shall cause its Subsidiaries (and Questor shall cause the Company and its Subsidiaries) (i) to carry on their respective businesses in the usual, regular and ordinary course of business in substantially the same manner as followsheretofore conducted, (ii) not to engage at any time in any business or business activity other than the business currently conducted by them and business activities reasonably incidental thereto and (iii) use commercially reasonable efforts to preserve intact their present business organizations, keep available the services of their present officers and employees and preserve their relationships with customers, suppliers, dealers, agents and others having business dealings with them to the end that their goodwill and on-going businesses shall be unimpaired at the Effective Time, except such impairment as would not have a Material Adverse Effect on the Company. The Company shall, and shall cause its Subsidiaries to (i) maintain insurance coverages in the usual manner consistent with prior practices, (ii) maintain its books, accounts and records in the usual manner consistent with prior practices, (iii) comply in all material respects with all laws, ordinances and regulations of governmental entities applicable to the Company and its Subsidiaries, (iv) maintain and keep its properties and equipment in good repair, working order and condition, ordinary wear and tear excepted, and (v) perform in all material respects its obligations under all contracts and commitments to which it is a party or by which it is bound, in each case, except for clauses (i) and (v), other than where the failure to so maintain, comply or perform, would, individually or in the aggregate, not result in a Material Adverse Effect on the Company; (b) Except as required or permitted by this Agreement, neither the Company nor any of its Subsidiaries shall nor shall they propose to (and Questor shall not permit the Company or any of its Subsidiaries to) (i) sell or agree to sell any capital stock owned by it in any of its Subsidiaries, (ii) amend its Certificate of Incorporation or By-laws, (iii) split, combine or reclassify its outstanding capital stock or declare, set aside or pay any dividend or other distribution payable in cash, stock or property, or (iv) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any Company Class C Common Stock except for repurchases of Company Common Class C Stock from employees, officers, consultants or directors in the ordinary course of business; (c) Except as set forth on Schedule 6.1(c), the Company shall not, nor shall it permit any of its Subsidiaries (and Questor shall not permit the Company or any of its Subsidiaries) to: (i) except where such act or failure for the issuance of shares pursuant to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any Options outstanding as of the Material Intellectual Property of such Grantor may lapsedate hereof and except as required or permitted by this Agreement, issue, deliver or sell or agree to issue, deliver or sell any additional shares of, or become abandonedrights of any kind to acquire any shares of, dedicated its capital stock of any class, except for issuances, deliveries or sales to the publicemployees, invalidofficers, consultants or unenforceable, or placed in the public domain, or, in the case directors of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability not more than 2,000 shares of the security interest granted thereinClass C Common Stock; (ii) except as could not reasonably be expected acquire, lease or dispose or agree to have acquire, lease or dispose of any capital assets or any other assets other than in the ordinary course of business and consistent with past practice; (iii) incur additional indebtedness in excess, in the aggregate, of $25,000,000, or encumber or grant a Material Adverse Effectsecurity interest in any asset to secure indebtedness, in the aggregate, in excess of $25,000,000 or enter into any other material transaction other than, in each case, in the ordinary course of business, it shall notbeing understood that it is within the ordinary course of business of the Company and its Subsidiaries to issue indebtedness within the limits of existing credit facilities; (iv) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, in each case in this clause (iv) which are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole, except that the Company may create new wholly owned subsidiaries in the ordinary course of business; (v) fail to comply in all material respects with the applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to Employee Benefit Plans; (vi) sell or transfer any Trademarks constituting Material Intellectual Propertymaterial properties or assets to, cease or purchase or acquire any material property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except that the Company or any of its Subsidiaries may engage in any of the foregoing transactions (A) pursuant to existing arrangements disclosed on Schedule 4.17, or (B) except for transactions with Significant Stockholders, in the ordinary course of business at prices and on terms and conditions no less favorable to the Company or any of its Subsidiaries than could be obtained on an arm's-length basis from unrelated third parties; (vii) without Buyer's consent, which consent shall not be unreasonably withheld or delayed, make any material tax election under the Code (other than in the ordinary course of business consistent with past practice) or settle or compromise any tax liability involving amounts in excess of $1,000,000 in the aggregate; (viii) pay, discharge, settle or satisfy any claims, litigation, liabilities or obligations (whether absolute, accrued, asserted or unasserted, contingent or otherwise) involving amounts in excess of $1,000,000 in the aggregate, other than the payment, discharge or satisfaction of liabilities (x) reflected or reserved against in, or contemplated by, the financial statements (or the notes thereto) of the Company included in the Company Public Reports or (y) in the ordinary course of business consistent with past practice; (ix) fail to use all commercially reasonable efforts to keep its insurable properties adequately insured at all times by financially sound and reputable insurers, maintain such other insurance, to such extent and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies in the same or similar businesses operating in the same or similar locations, including public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it, fail to maintain such other insurance as may be required by law, provided, however, that notwithstanding anything to the contrary contained herein, the Company may continue its current insurance practices; (x) fail to maintain in full force and effect insurance that, to the best of such Trademarks the Company's Knowledge, is customary in the industry and complies with applicable material governmental regulations, provided, however, that notwithstanding anything to the contrary contained herein, the Company may continue its current insurance practices; (xi) with respect to its fleet of trucks, fail to perform maintenance (routine or unscheduled) and repairs, fail to keep its fleet, in all material respects, in good working order and condition, or fail to maintain its fleet as required in order to keep the level manufacturer's warranty, in all material respects, if any, in force; (xii) fail to use all commercially reasonable efforts to continue to collect its accounts receivable in the ordinary course of business and consistent with past practice; (xiii) fail to prepare and file all material federal, state, local and foreign returns for Taxes and other material Tax reports, filings and amendments thereto required to be filed by it, or fail to allow Buyer, at its request, to review all such returns, reports, filings and amendments prior to the quality filing thereof, which review shall not interfere with the timely filing of products sold and services rendered under such returns; (xiv) increase by more than 10% the base salary of any of such Trademark at a level at least substantially consistent with the quality its employees whose base salary is in excess of such products and services $100,000 as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such except consistent standards of qualitywith past practice or enter into a new material Employee Benefit Plan; (iiixv) except where as may be required by applicable law (in which case Buyer shall have the option to participate in such failure negotiation), enter into any negotiation with respect to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Officecollective bargaining agreement; (ivxvi) except where the failure make any loans to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item third party in excess of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed $1,000,000 in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding aggregate except in the United States Patent and Trademark Office, the United States Copyright Office or any state registryordinary course of business; (vxvii) except where the failure to do so could without Buyer's consent which may not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office unreasonably withheld or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now delayed amend or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) cancel or agree to the Perfection Certificate (material amendment or cancellation of any contract filed as an exhibit to the Company Public Reports or enter into any new contract required to be filed as such schedules may be amended or supplemented from time to time)an exhibit; (vixviii) without Buyer's consent which may not be unreasonably withheld or delayed make any change in any accounting methods, except where the failure as may be required by GAAP or as appropriate to do so could not reasonably be expected conform to have a Material Adverse Effect, changes in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages;GAAP; or (viixix) except as could not reasonably be expected enter into any contract, agreement commitment or arrangement to have a Material Adverse Effect, it shall not (and shall not permit take any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated actions described in Section 6.1(b) or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentselsewhere in this Section 6.1(c).

Covenants and Agreements. Each Grantor hereby covenants and agrees with respect to itself as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or knowingly omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of such Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each such Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property may that is material to the business of such Grantor is reasonably likely to become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceableunenforceable (other than as a result of the expiration of its non-renewable term), or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court (other than office actions in the course of prosecution that do not materially affect such Grantor's right to use such Intellectual Property); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any such Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time)) to the extent that such items remain material to such Grantor's business; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any such Grantor and that is material to the business of such Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all commercially reasonable actions to stop limit or prevent such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property in accordance with the type of Intellectual Property at issue and the practices in the industry, including, but not limited toto and if commercially reasonable, (a) negotiating and granting a license to such third party for valuable consideration or (b) threatening or initiating a lawsuit or other action to stop such infringement, misappropriation or dilution and/or to compel the third to pay damages and royalties with respect thereto; (vi) it shall promptly (but in no event more than once per calendar quarter) report to the Collateral Agent the occurrence of any of the following which occurred since the last report to the Collateral Agent: (i) the filing of any application to register any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the initiation United States Copyright Office, or any foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Intellectual Property by any such office, in each case by executing and delivering to the Collateral Agent a suit for injunctive relief and completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to recover damagesSchedules thereto; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade SecretsSecrets that are material to the business of such Grantor, including, without limitation, entering into confidentiality agreements with employees and labeling contractors and restricting limiting access to secret information and documents; and (viii) it shall use proper statutory notice in connection with its use of any of the Intellectual Property.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any commercially unreasonable act whereby any of the Material Intellectual Property which in its reasonable judgment is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, as determined in its reasonable judgment, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly within sixty (60) days following the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright OfficeOffice except for works with respect to which the Grantor has determined with the exercise of its commercially reasonable judgment that it shall not so apply; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material the Intellectual Property that in its reasonable judgment is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, and state registry, any foreign counterpart of the foregoing, or any state registrycourt, except as would not have a Material Adverse Effect; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time), except as would not have a Material Adverse Effect; (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor that in its reasonable judgment is or has been material to the business of such Grantor is, to such Grantor’s knowledge, infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but (except for such works in respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not limited to, the initiation of a suit for injunctive relief and to recover damagestake any action); (vii) except as could not reasonably be expected to have On the Quarterly Reporting Date after a Material Adverse Effectfiling or registration described in clause (i) or (ii) takes place, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing of any application to register any material Intellectual Property with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Collateral Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to the Collateral Agent any document required to acknowledge, confirm, register, record, or perfect the Collateral Agent’s interest in any part of the Intellectual Property, whether now owned or hereafter acquired; (ix) except as could with the prior consent of the Collateral Agent (not reasonably to be expected unreasonably withheld) or with respect to have a Material Adverse EffectPermitted Liens, it each Grantor shall not (nor execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent and each Grantor shall the licensees or sublicensees under its control) do not license, grant any act that uses any Material Intellectual Property to infringe, misappropriateoption, or violate create or suffer to exist any Lien upon or with respect to the intellectual property rights material Intellectual Property, except for (a) the Liens created by and under this Agreement and the other Credit Documents and (b) licenses entered into in the ordinary course of any other Personbusiness of such Grantor; and (ixx) it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any Material Contract to which it hereafter becomes a party of any provision that could or might in any way materially impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts, provided that this shall not apply to standard form contracts entered into in the ordinary course of business. (xi) it shall use proper statutory notice in connection with its use of any Patent, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (xii) unless otherwise determined in the exercise of business judgment, it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the material Intellectual Property or any portion thereof. Following the occurrence and during the continuance of an Event of Default, in connection with such collections, each Grantor may take all steps (and, at the Collateral Agent’s reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary to protect the secrecy enforce collection of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents.such

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright OfficeOffice except for works with respect to which the Grantor has determined with the exercise of its commercially reasonable judgment that it shall not so apply; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time)) except for works with respect to which the Grantor has determined with the exercise of its commercially reasonable judgment that it shall not so apply; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor that is or has been material to the business of such Grantor is, to such Grantor's knowledge, infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, (except for such works in respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not take any action); (vi) it shall promptly (but not limited toin no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing of any application to register any material Intellectual Property with the United States Patent and Trademark Office, the initiation United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Intellectual Property by any such office, in each case by executing and delivering to the Collateral Agent a suit for injunctive relief and completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to recover damagesSchedules thereto; (vii) except as could not reasonably be expected to have a Material Adverse Effectit shall, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion promptly upon the reasonable request of the Copyrights may become invalidated Collateral Agent, execute and deliver to the Collateral Agent any document required to acknowledge, confirm, register, record, or otherwise impaired and (B) do perfect the Collateral Agent's interest in any act or omit to do any act whereby any portion part of the Copyrights may fall into the public domainIntellectual Property, whether now owned or hereafter acquired; (viii) except with the prior consent of the Collateral Agent (not to be unreasonably withheld) or as could not reasonably be expected to have a Material Adverse Effectpermitted under the Credit Agreement, it each Grantor shall not (nor execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent and each Grantor shall the licensees or sublicensees under its control) do not sell, assign, transfer, license, grant any act that uses any Material Intellectual Property to infringe, misappropriateoption, or violate create or suffer to exist any Lien upon or with respect to the intellectual property rights of any Intellectual Property, except for the Lien created by and under this Agreement and the other PersonCredit Documents; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary hereafter use commercially reasonable efforts so as not to protect permit the secrecy inclusion in any material contract to which it hereafter becomes a party of all Trade Secretsany provision that could or might in any way materially impair or prevent the creation of a security interest in, includingor the assignment of, without limitationsuch Grantor's rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts, entering provided that this shall not apply to standard form contracts entered into confidentiality agreements with employees and labeling and restricting access to secret information and documentsin the ordinary course of business.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (iA) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effectas permitted under the Secured Agreements, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted thereintherein or herein; (iiB) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, Office and the United States Copyright Office or any state registryOffice, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any such Grantor and material to its business which is now or shall become included in the Material Collateral constituting Intellectual Property (except for such works with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not seek registration) including, but not limited to, those items on Schedules 11(aSchedule 4.2(A), 11(b), (B) and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to timeC); (viC) except where reasonably promptly following each anniversary of the failure date hereof or at any time upon the request of the Collateral Agent (at the written direction of the Acting Secured Parties), it shall report to do so could not reasonably be expected Collateral Agent (i) the filing of any new application to have a Material Adverse Effectregister any Intellectual Property with the United States Patent and Trademark Office or the United States Copyright Office (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) any new registration of any Intellectual Property by any such office, in each case by executing and delivering to Collateral Agent a completed Security Agreement Supplement, substantially in the event form of Exhibit A attached hereto, together with a supplement to Schedule 4.2; provided that in the case -------- of any Material Intellectual Property owned by or exclusively licensed that is the subject of any proposed filing described in the preceding clause (i) that is reasonably expected at the time of such filing to any Grantor is or has been infringed, misappropriated, or diluted by a third partybe material to the operation of such Grantor's business, such Grantor shall promptly take all reasonable actions also provide, within ten (10) days prior to stop filing, notice of such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and filing to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other PersonCollateral Agent; and (ixD) except where if requested by the failure Collateral Agent (at the written direction of the Acting Secured Parties) in connection with the actions required pursuant to do so could not reasonably be expected to have a Material Adverse EffectSection 4.2(b)(C), it shall take all steps reasonably necessary promptly execute and deliver to protect Collateral Agent any document required to acknowledge, confirm, register, record, or perfect Collateral Agent's interest in any part of the secrecy of all Trade Secretsnew Intellectual Property, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentswhether now owned or hereafter acquired.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act It will not, knowingly or failure to omission could not reasonably be expected to have a Material Adverse Effectintentionally, nor will it shall not permit any of its licensees (or sublicensees) to, do any act act, or omit to do any act act, whereby any Patent that is related to the conduct of the Material Intellectual Property of such Grantor its business may lapse, become invalidated or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in and it shall use its reasonable best efforts to continue to xxxx any products covered by a Patent with the public domain, or, in the case of a Trade Secret, lose relevant patent number as necessary and sufficient to establish and preserve its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;maximum rights under applicable patent laws. (ii) except as could It will (either directly or through its licensees or its sublicensees), for each Trademark that is necessary for the conduct of its business, (A) maintain such Trademark in full force free from any claim of abandonment or invalidity for non use, (B) display such Trademark with notice of Federal or other analogous registration to the extent necessary and sufficient to establish and preserve its rights under applicable law, and (C) not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease knowingly use or knowingly permit the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality in violation of such products any third party’s valid and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality;legal rights. (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall It will promptly notify the Collateral Agent in writing if it knows or has reason to know that any item of Material Intellectual Property material to the conduct of its business may become (x) abandoned abandoned, lost or dedicated to the public or placed in the public domain, (y) invalid or unenforceablepublic, or (z) subject to of any adverse determination or development (including the institution of proceedings) in of, or any action such determination or development in, any proceeding in the United States Patent and Trademark Office or the United States Copyright Office, or any similar offices or tribunals in the United States or any other country) regarding such Grantor’s ownership of any such Intellectual Property, its right to register the same, or to keep and maintain the same. (iv) In no event shall it, either directly or through any agent, employee, licensee or designee, file an application for any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any state registry;similar offices in the United States or any other country, unless it promptly notifies the Collateral Agent in writing thereof and, upon request of the Collateral Agent, executes and delivers any and all agreements, instruments, documents and papers as the Collateral Agent may request to evidence the Collateral Agent’s security interest in such Intellectual Property, and such Grantor hereby appoints the Collateral Agent as its attorney in fact to execute and file 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. (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall It will take all reasonable necessary steps that are consistent with the practice in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any state registrysimilar offices or tribunals in the United States and the European Union, and except as otherwise determined in its good faith business judgment, any other country, to maintain and pursue any each material application relating to the Intellectual Property owned or held by it (and to obtain the relevant grant or registration) and to maintain any registration of each Trademark, Patent, issued Patent and each registered Trademark and Copyright owned by any Grantor and that is material to the conduct of its business which is now or shall become included in the Material Intellectual Property includingbusiness, but not limited toincluding timely filings of applications for renewal, those items on Schedules 11(a)affidavits of use, 11(b)affidavits of incontestability and payment of maintenance fees, and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effectand, if consistent, in good faith, with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties. In the event that it has reason to believe that any Material Intellectual Property owned by or exclusively licensed material to any Grantor is or the conduct of its business has been or is about to be infringed, misappropriated, misappropriated or diluted by a third party, such Grantor it promptly shall notify the Collateral Agent in writing and shall, if consistent with good business judgment, promptly take xxx for infringement, misappropriation or dilution and to recover any and all reasonable actions to stop damages for such infringement, misappropriationmisappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Intellectual Property. (vi) During the continuance of an Event of Default, it shall use its reasonable best efforts to obtain all requisite consents or dilution approvals by the licenser of each License to effect the assignment (as collateral security) of all of its right, title and protect interest thereunder to the Collateral Agent or its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages;designee. (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it It shall take all steps reasonably necessary to protect the secrecy of all Trade SecretsSecrets relating to the products and services sold or delivered under or in connection with the Intellectual Property owned or held by, including, without limitation, including entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents. (viii) It shall in accordance with its past practices continue to collect all amounts due or to become due to such Grantor under all Intellectual Property, and diligently exercise each material right it may have thereunder, in each case at its own cost and expense, and in connection with such collections and exercise, it shall, upon the occurrence and during the continuance of an Event of Default, take such action as it or the Collateral Agent may reasonably deem necessary. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to notify, or require such Grantor to notify, any relevant obligors with respect to such amounts of the Collateral Agent’s security interest therein.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effectas permitted by the Credit Agreement, it shall not knowingly do any act or omit to do any act whereby that would cause any of the Material Intellectual Property of such Grantor may to lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Property, not cease the use of any Trademarks included in the Owned Intellectual Property of such Trademarks Grantor or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; provided, however, that the foregoing shall not oblige such Grantor to continue to use any Trademark that such Grantor determines, in its reasonable business judgment, is no longer beneficial or necessary to the operation of such Grantor’s business; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material the Owned Intellectual Property of such Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court (excluding any non-final determinations of the United States Patent and Trademark Office with respect to pending Trademark applications); provided, however, that no such notice shall be required if any item of Owned Intellectual Property is abandoned in connection with a contribution, distribution, transfer or assignment of Intellectual Property that is permissible pursuant to the Credit Agreement; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain (except as permitted by the Credit Agreement) any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become hereafter included in the Material Owned Intellectual Property of such Grantor including, but not limited to, those items on Schedules 11(a), 11(b), and 11(cSchedule 4.5(A) to the Perfection Certificate (as such schedules schedule may be amended or supplemented from time to time); provided, however, that the foregoing shall not oblige such Grantor to pursue any application or maintain any registration for any Trademark, Patent or Copyright that such Grantor determines, in its reasonable business judgment, is no longer beneficial or necessary to the operation of such Grantor’s business; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Owned Intellectual Property owned by or exclusively licensed to any of such Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable such actions with respect to stop such infringement, misappropriation, or dilution and as such Grantor deems necessary or appropriate in its reasonable business judgment to protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages, if such Grantor deems such a suit necessary or appropriate; (vi) it shall promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing in such Grantor’s name of any application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration in such Grantor’s name of any Intellectual Property by any such office, in each case by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto; (vii) except with the prior consent of the Collateral Agent or as could not reasonably be expected to have a Material Adverse Effectpermitted under the Credit Agreement, it each Grantor shall not (execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent and each Grantor shall not permit sell, assign, transfer, license, grant any licensee option, or sublicensee thereof create or suffer to exist any Lien upon or with respect to the Material Intellectual Property, except for the Lien created by and under its control to) (A) do any act or omit to do any act whereby any portion this Agreement and the other Credit Documents and licenses granted in the ordinary course of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domainbusiness; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under use proper statutory notice in connection with its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights use of any other Personof the Owned Intellectual Property, consistent with such Grantor’s past practice; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Owned Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take all steps (and, at the Collateral Agent’s reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to protect enforce collection of such amounts. Notwithstanding the secrecy foregoing, the Collateral Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsthe existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees with Xxxxxx and each other Secured Party as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor or otherwise of material value may lapse, or become abandoned, canceled, dedicated to the public, invalidforfeited, unenforceable or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive valueotherwise impaired, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure ensure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent Lender if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business or otherwise of material value of Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, any foreign counterpart of the foregoing, or any court or (d) the subject of any reversion or termination rights; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office any state registry or any state registryforeign counterpart of the foregoing, to pursue ​ any application and maintain any registration of each Trademark, Patent, Trademark and Copyright Patent owned by any Grantor and material to its business or otherwise of material value which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), Schedule 4.2(C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (vi) except where it shall defend its title and ownership of its Intellectual Property material to the failure to do so could not reasonably be expected to have a Material Adverse Effect, conduct of its business and in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, diluted or diluted otherwise violated by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after Grantor obtains knowledge thereof) report to the Lender (i) the filing of any application to register any Intellectual Property with the United States Patent and shall not permit Trademark Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Collateral Agent a completed Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not reasonably be expected to have a Material Adverse Effectin the case of any Collateral (whether now owned or hereafter acquired, or no longer Excluded Property) (a) consisting of registered U.S. Trademarks and applications therefor, it shall not execute and deliver to the Lender a Trademark Security Agreement in substantially the form of Exhibit B hereto (nor shall or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the licensees or sublicensees under its controlU.S. Patent and Trademark Office with respect to the security interest of the Lender, (b) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights consisting of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effectissued U.S. Patents and applications therefor, it shall take execute and deliver to the Lender a Patent Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all steps reasonably necessary such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to protect the secrecy security interest of all Trade Secretsthe Lender and (c) it shall, includingpromptly upon the reasonable request of the Lender, without limitationexecute and deliver to the Lender any other document required to acknowledge, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents.confirm, register, record, or perfect the Lender’s interest in any part of the Intellectual Property, whether now owned or hereafter acquire;

Covenants and Agreements. Each Grantor hereby covenants and agrees with Collateral Agent and each other Secured Party as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such any Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure ensure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of any Grantor, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do provide Collateral Agent at least ten (10) Business Days’ prior written notice of such Grantor’s intent to file any act application to register any Patent, Trademark or omit to do Copyright with the United States Patent and Trademark Office, the United States Copyright Office, or any act whereby any portion state registry or foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (B) do execute and deliver to Collateral Agent, with sufficient time to permit Collateral Agent to record no later than the date such Grantor files such application or registration (x) an Intellectual Property Security Agreement or other short-form intellectual property security agreement in form and substance reasonably satisfactory to Collateral Agent and suitable for recordation with the United States Patent and Trademark Office, the United States Copyright Office, or any act state registry or omit to do any act whereby any portion foreign counterpart of the Copyrights may fall into the public domainforegoing, as applicable, and (y) any WEIL:\96958198\8\71605.0155 other documentation Collateral Agent reasonably deems necessary an requests in order to perfect and continue Collateral Agent’s Liens on any Grantor’s Intellectual Property, whether now owned or hereafter acquired; (viii) except with the prior consent of Collateral Agent or as could permitted under the Credit Agreement, no Grantor shall execute, and there will not reasonably be expected on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to have a Material Adverse Effectbe filed in favor of Collateral Agent and no Grantor shall sell, it shall not (nor shall the licensees or sublicensees under its control) do assign, transfer, license, grant any act that uses any Material Intellectual Property to infringe, misappropriateoption, or violate create or suffer to exist any Lien upon or with respect to the intellectual property rights of any Intellectual Property, except for the Lien created by and under this Agreement and the other Person; andCredit Documents and Permitted Liens; (ix) except where it shall hereafter use best efforts so as not to permit the failure inclusion in any contract to do so could not reasonably be expected to have which it hereafter becomes a Material Adverse Effectparty of any provision that materially impairs or prevents the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (x) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (xi) it shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (xii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at Collateral Agent’s reasonable direction, shall take) such action as such Grantor or Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, Collateral Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each each Grantor hereby covenants and agrees as follows: (i1) except where such act for Intellectual Property that is not in use or failure has negligible value, and otherwise subject to omission could not reasonably be expected to have a Material Adverse EffectGrantor’s exercise of its reasonable business judgment, it Grantor shall not do any act or omit to do any act whereby any of the Material Intellectual Property of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii2) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use for copyrights of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereofnegligible value, and each otherwise subject to Grantor’s exercise of its reasonable business judgment, Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within ninety (90) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertythat is material to the business of Grantor, apply to register the Copyright in such work in the United States Copyright Office; (iv3) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent Trustee if it knows or has reason to know that any item of the Material Intellectual Property has become or may reasonably be expected to imminently become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any Office, and state registry; (v4) except where the failure with respect to do so could not reasonably be expected Intellectual Property that is no longer in use or is of negligible value, and otherwise subject to have a Material Adverse EffectGrantor’s exercise of its reasonable business judgment, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which that is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule VI(E), 11(b), (C) and 11(c(A) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (vi5) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, subject to Grantor’s exercise of its reasonable business judgment, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and to protect its exclusive rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii6) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in any event within thirty (30) days) report to the Collateral Trustee (i) the filing of any application to register any Intellectual Property whether it owns in whole or in part or, to the knowledge of Grantor, that it is exclusively licensing from a third party with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion state registry of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensor, licensee, or designee thereof), (ii) the registration of any such Intellectual Property by any such office, or (iii) the acquisition of any application or registration of Intellectual Property and, in each case, shall execute and (deliver to the Collateral Trustee a completed Pledge Supplement, substantially in the form of Annex A attached hereto, together with all Supplements to Schedules thereto or a signed counterpart of a Trademark Security Agreement, Patent Security Agreement, or Copyright Security Agreement substantially in the form of Annexes B) do any act or omit , C, and D, as applicable together with all supplements to do any act whereby any portion of the Copyrights may fall into the public domainschedules thereto; (viii7) except with the prior consent of the Collateral Trustee or as could not reasonably be expected to have a Material Adverse Effectpermitted under the Secured Debt Documents, it each Grantor shall not (nor execute, and there will not be on file in any public office, any effective financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Trustee and each Grantor shall the licensees or sublicensees under its control) do not sell, assign, transfer, license, grant any act that uses any Material Intellectual Property to infringe, misappropriateoption, or violate create or suffer to exist any Lien upon or with respect to the intellectual property rights of any Intellectual Property, except for the Permitted Liens and the Lien created by and under this Security Agreement and the other PersonTransaction Documents; and (ix) except where 8) to the failure to do so could not reasonably be expected to have a Material Adverse Effectextent required by law, it shall take all steps reasonably necessary use commercially reasonable efforts to protect use proper statutory notice in connection with its use of any of the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsMaterial Intellectual Property.

Covenants and Agreements. Each Grantor hereby covenants and agrees as followsfollows until the payment in full of the Secured Obligations: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not not, unless consistent with reasonable commercial judgment, do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein, except to the extent that a particular item of Intellectual Property is no longer material or necessary to the business of such Grantor; (ii) except as could not reasonably be expected to have a Material Adverse Effectit shall not, unless consistent with reasonable commercial judgment, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of such Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all commercially reasonable steps necessary to insure ensure that licensees of such Trademarks use such consistent standards of quality, except to the extent that a Trademark is no longer material or necessary to the business of such Grantor; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent Agent, in writing, if it knows or has reason to know that any item of Material the Intellectual Property may that is material to the business of such Grantor is reasonably likely to become (xxi) abandoned or dedicated to the public or placed in the public domain, (yxii) invalid or unenforceable, or (zxiii) subject to any material adverse determination or development development, (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, to pursue any application and maintain foreign counterpart of the foregoing, or any registration of each Trademarkcourt, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included other than routine office actions in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time)ordinary course of prosecution; (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any reasonable act whereby any of the Material Intellectual Property which is material to the business of such the Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted thereintherein except as permitted by the Credit Agreement; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark Trademarks at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent Trustee if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (B) and 11(c(C) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, at such Grantor’s discretion, the initiation of a suit for injunctive relief and to recover damages; (vi) it shall quarterly report to the Collateral Trustee (i) the filing of any application to register any material Intellectual Property with the United States Patent and Trademark Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Patents, Trademarks, and, to the extent practicable, material Copyrights, by any such office, in each case by executing and delivering to the Collateral Trustee a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto; (vii) except as could not reasonably be expected to have a Material Adverse Effectit shall, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion promptly upon the reasonable request of the Copyrights may become invalidated Collateral Trustee, execute and deliver to the Collateral Trustee any document required to acknowledge, confirm, register, record, or otherwise impaired and (B) do perfect the Collateral Trustee’s interest in any act or omit to do any act whereby any portion part of the Copyrights may fall into the public domainIntellectual Property, whether now owned or hereafter acquired; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall hereafter use commercially reasonable efforts so as not (nor shall to permit the licensees inclusion in any contract to which it hereafter becomes a party of any provision that could or sublicensees under its control) do might in any act that uses way materially impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any Material property included within the definitions of any Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; andacquired under such contracts; (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all material Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (x) it shall continue to collect, in the ordinary course of business, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at the Collateral Trustee’s reasonable direction, shall take) such action as such Grantor or the Collateral Trustee may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Trustee shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby Mortgagor covenants and agrees as follows: (a) Except for substances normally used for maintenance or operation of the Property which are used, stored and disposed of in accordance with all applicable Environmental Regulations, Mortgagor shall not, nor shall it permit others to, place, store, locate, generate, produce, create, process, treat, handle, transport, incorporate, discharge, emit, spill, release, deposit or dispose of any Hazardous Substance in, upon, under, over or from the Property. Mortgagor shall cause all Hazardous Substances found on or under the Property, which are not permitted under the foregoing sentence, to be properly removed therefrom and properly disposed of at Mortgagor’s cost and expense. Mortgagor shall not install or permit to be installed any underground storage tank on or under the Property. Mortgagor shall give written notice to Lender prior to a change in the operations on the Property. (b) In the event that (i) except where such act or failure to omission could not Lender reasonably be expected to believes that a violation of an Environmental Regulation may have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of occurred in connection with the Material Intellectual Property of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; Property; (ii) except as Lender receives notice from Mortgagor or otherwise has knowledge that an event described in subparagraph 3(d) has occurred; (iii) Lender reasonably believes that a representation or warranty of Mortgagor in Paragraph 2 was untrue in any material respect when made or has become untrue in any material respect; (iv) Lender receives notice from Mortgagor or otherwise has knowledge of a change in operations on the Property and Lender reasonably believes that the new operations may entail the presence of more or different Hazardous Substances on the Property; or (v) Lender reasonably believes that Hazardous Substances are present on the Property which were not previously known by Lender to be present on the Property; then, in any such event, Mortgagor shall at its cost obtain and deliver to Lender an environmental review, audit, assessment and/or report relating to the Property or shall have any previously delivered materials updated and/or amplified, by an engineer or scientist selected by Mortgagor and acceptable to Lender; if Mortgagor fails to do so within forty-five (45) days after such request is made, Lender shall have the right to do so, in which event Mortgagor shall reimburse Lender for the cost incurred by Lender in doing so within ten (10) days following demand therefor by Lender. (c) Mortgagor shall comply with all Accessibility Regulations which are applicable to the Property. In the event that (i) Lender reasonably believes that a material violation of an Accessibility Regulation may have occurred in connection with the Property; or (ii) Lender receives notice from Mortgagor or otherwise has knowledge that an event described in subparagraph 3(d) and pertaining to Accessibility Regulations has occurred; then, in any such event, Mortgagor shall at its cost obtain and deliver to Lender an Accessibility Regulation compliance report relating to the Property or shall have any previously delivered materials updated and/or amplified, by a qualified consultant selected by Mortgagor and acceptable to Lender; if Mortgagor fails to do so within forty- five (45) days after such request is made, Lender shall have the right to do so, in which event Mortgagor shall reimburse Lender for the cost incurred by Lender in doing so within ten (10) days following demand therefor by Lender. (d) Mortgagor shall, promptly after obtaining actual knowledge thereof, give notice to Lender of: (i) any activity in violation of any applicable Environmental Regulations relating to the Property, (ii) any governmental or regulatory actions instituted or threatened under any Environmental Regulations or any Accessibility Regulations affecting the Property, (iii) all claims made or threatened by any third party against the Mortgagor or the Property relating to any Hazardous Substance or a violation of any Environmental Regulations or any Accessibility Regulations, (iv) discovery by Mortgagor of any occurrence or condition on or under the Property or on or under any real property adjoining or in the vicinity of the Property which could not reasonably be expected subject Mortgagor, Lender or the Property to have a Material Adverse Effect, it claim under any Environmental Regulations or Accessibility Regulations. Any such notice shall not, include copies of any written materials received by Mortgagor. (e) Any investigation or any remedial or corrective action taken with respect to any Trademarks constituting Material Intellectual Propertythe Property shall be done under the supervision of a qualified consultant, cease engineer, or scientist acceptable to Lender who shall, at Mortgagor’s cost and at the use completion of such investigation or action, provide a written report of such investigation or action to Lender. Mortgagor shall also provide Lender with a copy of any interim reports prepared in connection with any such investigation or action. (f) If the Property has, or is suspected to have, asbestos or asbestos containing materials (“ACM”) which, due to its condition or location or due to any planned building renovation or demolition, is recommended to be abated by repair, encapsulation, removal or other action, Mortgagor shall promptly carry out the recommended abatement action. If the recommended abatement includes removal of ACM, Mortgagor shall cause the same to be removed and disposed of offsite by a licensed and experienced asbestos removal contractor, all in accordance with Environmental Regulations. Upon completion of the recommended abatement action, Mortgagor shall deliver to Lender a certificate, signed by an officer of Mortgagor and the consultant overseeing the abatement action, certifying to Lender that the work has been completed in compliance with all applicable laws, ordinances, codes and regulations (including without limitation those regarding notification, removal and disposal) and that no airborne fibers beyond permissible exposure limits remain on site. Mortgagor shall develop and implement an Operations and Maintenance Program (as contemplated by Environmental Protection Agency guidance document entitled “Managing Asbestos In Place; A Building Owner’s Guide to Operations and Maintenance Programs for Asbestos-Containing Materials”) for managing in place any ACM at or in the Property. Mortgagor shall deliver a complete copy of such Trademarks or fail Operations and Maintenance Program to maintain the level of the quality of products sold Lender and services rendered under any of certify to Lender that such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality;Program has been implemented. (iiig) except where such failure After an Event of Default (as defined in the Credit Agreement), Lender shall have the right, after ten (10) days’ prior written notice to register could not reasonably be expected Mortgagor, to have a Material Adverse Effectan environmental review, it shallaudit, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertyassessment, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated testing program and/or report with respect to the public Property performed or placed in prepared by an environmental engineering firm selected by Lender. Mortgagor shall reimburse Lender for the public domain, cost incurred for each such action within ten (y10) invalid or unenforceable, or (z) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registry; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned days following demand therefor by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired and (B) do any act or omit to do any act whereby any portion of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsLender.

Covenants and Agreements. Each Grantor hereby covenants 10.1 [Intentionally Left Blank] 10.2 Seller agrees that it will, at any time and agrees from time to time, after the Closing, upon request of Buyer, do, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as follows:may be reasonably required to convey and transfer to and vest in Buyer and protect its rights, title and interest in and enjoyment of all the Assets. 10.3 The parties hereto shall use their reasonable best efforts to obtain, and to cooperate with each other in obtaining, all authorizations, approvals, licenses, permits and other consents contemplated by Articles VIII and IX. 10.4 During the period from the date of this Agreement through the Closing Date, Seller will conduct its operation of the Business only in accordance with the Management Agreement and Seller shall not dispose of any of the assets of the Business, except as contemplated by the Management Agreement. 10.5 Seller shall afford to Buyer, its attorneys, accountants and such other representatives of Buyer as Buyer shall designate to Seller, free and full access at all reasonable times, and upon reasonable prior notice, to the Assets and the properties, books and records of Seller, and to interview personnel, suppliers and customers of Seller, in order that Buyer may have full opportunity to make such investigation as it shall reasonably desire of the Assets, the Liabilities and the Business. Seller shall allow an environmental consulting firm selected by Buyer (the "ENVIRONMENTAL AUDITOR") to have prompt access to the Real Property in order to conduct an environmental investigation, satisfactory to Buyer in scope (such scope being sufficient to result in a Phase I environmental audit report and a Phase II environmental audit report, if desired by Buyer), of, and to prepare a report with respect to, the Real Property (the "ENVIRONMENTAL AUDIT"). Seller shall provide to the Environmental Auditor: (i) except where such act or failure reasonable access to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any all of its existing records concerning the matters which are the subject of the Material Intellectual Property of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; Environmental Audit; and (ii) except as could not reasonably be expected reasonable access to the employees of Seller and the last known addresses of former employees of Seller who are most familiar with the matters which are the subject of the Environmental Audit (Seller agreeing to use reasonable efforts to have a Material Adverse Effectsuch former employees respond to any reasonable requests or inquiries by the Environmental Auditor). Seller shall otherwise cooperate with the Environmental Auditor in connection with the Environmental Audit. Buyer shall bear 100% of the costs, it fees and expenses in connection with the Environmental Audit. 10.6 All representations and warranties of Seller and the Stockholder shall notsurvive the Closing Date. Seller and the Stockholder, jointly and severally, agree to indemnify and hold harmless Buyer and its stockholders, officers, directors, employees and agents, and their respective successors and assignees, from and against any and all losses, liabilities, obligations, assessments, suits, actions, proceedings, claims or demands, including costs, expenses and fees (including reasonable attorneys' fees and expert witness fees) incurred in connection therewith, suffered by any of them or asserted against any of them or the Assets, arising out of or based upon (a) the failure of any representation or warranty of Seller or the Stockholder contained herein, or in any agreement, certificate or document executed by Seller or the Stockholder in connection herewith, to be true and correct in all material respects as of the Inventory Date, (b) the breach of any covenant or agreement of Seller or the Stockholder contained in this Agreement, (c) any liability or obligation of Seller or the Stockholder not expressly assumed by Buyer pursuant to this Agreement, or (d) any arrangements or agreements made or alleged to have been made by Seller or the Stockholder with any broker, finder or other agent in connection with the transactions contemplated hereby. Notwithstanding the foregoing, the total indemnification obligations of the Seller and the Stockholder hereunder shall not exceed the Purchase Price. 10.7 All representations and warranties of Buyer shall survive the Closing Date. Buyer agrees to indemnify and hold harmless Seller and its stockholder, officers, directors, employees and agents, and their respective successors and assignees, from and against any and all losses, liabilities, obligations, assessments, suits, actions, proceedings, claims or demands, including costs, expenses and fees (including reasonable attorneys' fees and expert witness fees) incurred in connection therewith, suffered by any of them, or asserted against any of them, arising out of or based upon (a) the failure of any representation or warranty of Buyer contained herein, or in any agreement, certificate or document executed by Buyer in connection herewith, to be true and correct in all material respects as of the Closing Date, (b) the breach of any covenant or agreement of Buyer contained in this Agreement, or (c) the Liabilities. 10.8 Personal property, use and intangible taxes and assessments with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold Assets shall be prorated on a per diem basis and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products apportioned between Seller and services Buyer as of the date hereofof the Closing. Seller shall be liable for that portion of such taxes and assessments relating to, or arising in respect of, periods on or prior to the Inventory Date, and each Grantor Buyer shall take all steps necessary to insure be liable for that licensees portion of such Trademarks use taxes and assessments relating to, or arising in respect of, any period after the Inventory Date. Any taxes attributable to the sale or transfer of the Assets to Buyer hereunder shall be paid by Seller. 10.9 Except as may be required by law or the rules of the New York Stock Exchange or as necessary in connection with the transactions contemplated hereby, no party hereto shall (i) make any press release or other public announcement relating to this Agreement or the transactions contemplated hereby, without the prior approval of the other parties hereto or (ii) otherwise disclose the existence and nature of negotiations regarding the transactions contemplated hereby to any person or entity other than such consistent standards party's accountants, attorneys, agents and representatives, all of quality; (iii) except where whom shall be subject to this nondisclosure obligation as agents of such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following party. The parties shall cooperate with each other in the creation or acquisition preparation and dissemination of any Copyrightable work constituting Material Intellectual Propertypublic announcements of the transactions contemplated by this Agreement. 10.10 Neither Seller nor the Stockholder shall pursue, apply initiate, encourage or engage in, any negotiations or discussions with, or provide any information to, any person or entity (other than Buyer and its representatives and affiliates) regarding the sale or possible sale to register any such person or entity of any of the Copyright in the United States Copyright Office;Assets or capital stock of Seller or any merger or consolidation or similar transaction involving Seller. (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it 10.11 Buyer shall promptly notify the Collateral Agent if it knows that any item of Material Intellectual Property may become (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceableapply for, or (z) subject cause an affiliate of Buyer to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Officeapply for, the United States Copyright Office or any state registry; (v) except where issuance of franchises to operate a Lincoln-Mercury-Jaguar dealership upon the failure to do so could not reasonably be expected to have a Material Adverse EffectReal Property. Effective as of the Closing, it Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturers. Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer's efforts to obtain its own similar Dealer Sales and Service Agreements with the United States Patent and Trademark Office, the United States Copyright Office or any state registry, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) Manufacturers. The parties acknowledge that Buyer's Dealer Agreements are subject to the Perfection Certificate (as such schedules may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion approval of the Copyrights may become invalidated or otherwise impaired Manufacturers and (B) do any act or omit that Buyer would be unable to do any act whereby any portion obtain its own, similar Dealer Sales and Service Agreement absent Seller's termination of the Copyrights may fall into the public domain; (viii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other Person; and (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsagreement.

Covenants and Agreements. Each Grantor hereby covenants and agrees as followsthat it shall: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property of such owned or used by Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which Security Interest therein would be adversely affect the validity, grant, or enforceability of the security interest granted therein;affected, (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark Trademarks at a level level, consistent with reasonable business judgment, at least substantially consistent with the quality of such products and services as of the date hereof, and each such Grantor shall take all steps necessary to insure that licensees control the quality of such Trademarks use such consistent standards of qualitygoods and services offered by its Trademark licensees; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of such Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office any Intellectual Property Registry or any state registrycourt; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or any state registry, applicable Intellectual Property Registry to pursue any application and maintain any registration of each Trademark, Patent, and Copyright Intellectual Property owned by any such Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate Schedule 4.7 (as such schedules schedule may be amended or supplemented from time to time), provided, that at any time that the Copyright of the Grantors set forth on Schedule 4.7 with registration number VA0001826183 is no longer the subject of any litigation or dispute, Grantors shall not be required to maintain the registration related thereto;; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any such Grantor is or has been infringed, diluted, misappropriated, or diluted otherwise violated by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution the same and protect enforce its rights in such Material Intellectual Property Property, including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vi) report to the Collateral Agent (i) the filing of any application to register a copyright no later than thirty (30) days after such filing occurs (ii) the filing of any application to register any Intellectual Property with any other Intellectual Property Registry and the issuance thereof no later than ninety (90) days after such filing or issuance occurs and, in each case, simultaneously delivering to the Collateral Agent a supplemental Trademark, Patent or Copyright Security Agreement, as applicable, substantially in the form of Exhibit C attached hereto, together with all schedules thereto. In addition, such Grantor hereby authorizes the Collateral Agent to modify this Agreement by amending Schedule 4.7 and will cooperate with the Agent in effecting any such amendment to include any new item of Intellectual Property included in the Collateral; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion promptly upon the reasonable request of the Copyrights may become invalidated Collateral Agent, execute and deliver to the Collateral Agent any document or otherwise impaired and (B) do instrument required to acknowledge, confirm, register, record, or perfect the Security Interest in any act or omit to do any act whereby any portion part of the Copyrights may fall into Intellectual Property owned by such Grantor, provided, that no filing in the public domainIntellectual Property Registries shall be required to be made to perfect the Security Interest with respect to the Copyright of the Grantors with registration number VA0001826183; (viii) not execute, file, or authorize the filing of any financing statement or other document or instruments, except as could not reasonably financing statements or other documents or instruments filed (or to be expected to have a Material Adverse Effect, it filed) in favor of the Collateral Agent and such Grantor shall not (nor shall the licensees or sublicensees under its control) do sell, assign, transfer, license, grant any act that uses any Material Intellectual Property to infringe, misappropriateoption, or violate the intellectual property rights of create or suffer to exist any other Person; andLien upon or with respect to Intellectual Property, except for Permitted Encumbrances; (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade SecretsSecrets material to its business; and (x) use statutory notice of registration in connection with its use of registered Trademarks, includingproper marking practices in connection with the use of Patents, without limitationappropriate notice of copyright in connection with the publication of Copyrighted materials, entering into confidentiality agreements with employees and labeling and restricting access legends or markings applicable to secret information and documentsother Intellectual Property.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor Borrower and its Subsidiaries, taken as a whole, may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Borrower and its Subsidiaries, taken as a whole, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark Trademarks at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary use commercially reasonable efforts to insure that cause licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright OfficeOffice except for works with respect to which the Grantor has determined with the exercise of its commercially reasonable judgment that it shall not so apply; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows that any item of Material the Intellectual Property that is material to the business of Borrower and its Subsidiaries, taken as a whole, may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all commercially reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.10(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time)) except for works with respect to which the Grantor has determined with the exercise of its commercially reasonable judgment that it shall not so apply; (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor that is or has been material to the business of such Grantor is, to such Grantor’s knowledge, infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damagesdamages except for works with respect to which the Grantor has determined with the exercise of its commercially reasonable judgment that it shall not take such actions; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property by any such office, in each case by executing and delivering to do any act whereby any portion the Collateral Agent a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not it shall, subject to the Intercreditor Agreement, execute and deliver to the Collateral Agent any document reasonably be expected requested by the Collateral Agent to have a Material Adverse Effectacknowledge, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeconfirm, misappropriateregister, record, or violate perfect the intellectual property rights Collateral Agent’s interest in any part of any other Person; andthe Intellectual Property, whether now owned or hereafter acquired (including, but not limited to Trademark Security Agreements, Copyright Security Agreements and Patent Security Agreements), in the form of Exhibits B, C and D, respectively); (ix) except where with the failure prior consent of the Collateral Agent or as permitted under the Credit Agreement, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to do so could be filed in favor of the First Lien Collateral Agent and except as permitted in the Credit Agreement each Grantor shall not reasonably be expected sell, assign, transfer, license, grant any option, or create or suffer to have a Material Adverse Effectexist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Agreement, the other Loan Documents, the First Lien Credit Agreement and the related documents; (x) it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could or might in any way materially impair or prevent the creation of a security interest in, or the assignment of, such Grantor’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; and (xi) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take all steps (and, at the Collateral Agent’s reasonable direction, after the occurrence and during the continuance of an Event of Default shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to protect enforce collection of such amounts. Notwithstanding the secrecy foregoing, the Collateral Agent shall have the right at any time, after the occurrence and during the continuance of all Trade Secretsan Event of Default, includingto notify, without limitationor require any Grantor to notify, entering into confidentiality agreements any obligors with employees and labeling and restricting access respect to secret information and documentsany such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Notwithstanding anything contained herein to the contrary, each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not (A) do any act or omit to do any act whereby any of the Material Intellectual Property of such material Patents, Trademarks, Copyrights or Trade Secrets owned by any Grantor may lapselapses or becomes invalidated, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive valueas applicable, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein, or (B) except with the prior consent of the Collateral Agent or as permitted under the Credit Agreement, sell, lease, license, transfer, pledge, encumber, grant or dispose of (whether by merger, consolidation, purchase, sale or otherwise) any material Patents, Trademarks, Copyrights or Trade Secrets owned by any Grantor (other than the licensing of such Intellectual Property in the ordinary course of business); (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary reasonable measures to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material Intellectual Property may become material Patents, Trademarks, Copyrights or Trade Secrets owned or used by any Grantor becomes, as applicable, (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any domain name registrar or any foreign counterpart of the foregoing, to pursue any application and maintain any registration (including, without limitation, the timely payment of all renewal and maintenance fees) of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property includingwhich Grantor, in its reasonable business judgment, believes should be pursued or maintained, but not limited to, those items on Schedules 11(a), 11(b), in any event in a manner consistent with such Grantor’s obligations pursuant to Sections 4.7(b)(xv) and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to timexvi); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material material Intellectual Property (A) owned by any Grantor or (B) exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by any Person in a third partymanner that materially xxxxx the Grantor, such Grantor shall promptly notify the Collateral Agent and take all actions that Grantor deems reasonable actions or appropriate under the circumstances (to the extent permitted under the applicable IP License and by applicable law) to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, as applicable, the initiation of a suit for injunctive relief and to recover damages; (vi) in the event that any Grantor receives any written notice or communication alleging that such Grantor or the conduct of such Grantor’s business is infringing, misappropriating, diluting or otherwise violating any Patent, Trademark, Copyright or Trade Secret owned or controlled by any Person other than such Grantor, such Grantor shall promptly report such notice or communication to the Collateral Agent and take actions that such Grantor deems reasonable or appropriate under the circumstances, provided that such actions are in accordance with Sections 4.7(b)(xv) and (xvi). (vii) except as could not reasonably be expected it shall, on a quarterly basis, report to have a Material Adverse Effect, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) the Collateral Agent (A) do the filing of any act application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any domain name registrar or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired and through any agent, employee, licensee, or designee thereof) (B) do the registration of any act Patents, Trademarks, Copyrights or omit Trade Secrets by any such office, in each case by executing and delivering to do the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto and (C) any act whereby any portion of the Copyrights may fall new material IP Licenses entered into the public domainby Grantor; (viii) except as could not reasonably be expected it shall, promptly upon the reasonable request of the Collateral Agent, execute and deliver to have a Material Adverse Effectthe Collateral Agent any document required to acknowledge, it shall not (nor shall the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeconfirm, misappropriateregister, record, or violate perfect the Collateral Agent’s interest in any part of Grantor’s Intellectual Property, whether now owned or hereafter acquired by such Grantor, including, without limitation, intellectual property rights security agreements in the form of any other Person; andExhibits F, G and H and the domain name control agreement in the form of Exhibit I, as applicable; (ix) except where with the failure prior consent of the Collateral Agent or the First Lien Collateral Agent pursuant to do and in accordance with the First Lien Security Documents or as permitted under the Credit Agreement, each Grantor shall not execute, file or have filed in any public office, any financing statement or similar document or instruments, except financing statements or similar documents or instruments filed or to be filed in favor of the Collateral Agent or the First Lien Collateral Agent pursuant to the First Lien Security Documents, and, except as permitted under the Credit Agreement, each Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien (except Permitted Liens) upon or with respect to the Intellectual Property used in the business of any Grantor, except for the Lien created by and under this Agreement and the other Credit Documents and Permitted Liens; (x) it shall hereafter use commercially reasonable efforts so could as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that would reasonably be expected likely to have materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment (upon an Event of Default) of, such Grantor’s interest in any Intellectual Property which Grantor acquires under such contracts; (xi) it shall take all steps reasonably deemed necessary by Grantor, in its commercially reasonable business judgment, to protect the secrecy confidentiality of all material Trade Secrets, including, without limitation, entering into confidentiality and proprietary information and invention assignment agreements with employees and consultants and labeling and restricting access to secret confidential information and documents; (xii) except as would not have a Material Adverse Effect, it shall use proper statutory notice in connection with its use of any of its Intellectual Property; (xiii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property used in the business of any Grantor or any portion thereof. In connection with such collections, each Grantor may take (and, at the Collateral Agent’s reasonable direction, shall take) such action as such Grantor or the Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Agent shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby; (xiv) it shall continue to diligently prepare and file patent applications for all identified inventions that have come to the attention of senior management personnel, which Grantor, in its reasonable business judgment believes to be patentable and better protected under a Patent as opposed to any other form of Intellectual Property, but in any event in a manner consistent with such Grantor’s obligations pursuant to Sections 4.7(b)(xv) and (xvi); (xv) within six months after the Effective Date (or such later date as the Administrative Agent may approve), Holdings shall prepare and obtain approval of the board of directors for a strategy for the protection, development, acquisition, licensing and prosecution of patents and other Intellectual Property and the assessment, monitoring and mitigation of, and response to, litigation, threats and other risks relating thereto (including defensive and offensive patent strategies). On a quarterly basis thereafter, Holdings shall report to the board of directors on Holdings’ progress on implementation of such strategy as it may be revised from time to time. Any material changes to such strategy or the implementation thereof shall be subject to prior approval of the board of directors. Such strategy and any material changes thereto shall be reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the only Events of Default resulting from any failure of Holdings to comply with its obligations in this paragraph shall be Holdings’ failure to provide the certificates referred to in paragraph (xvii) below or to obtain the approval of the board of directors referred to in this paragraph (xv); and (xvi) each regular quarterly and annual compliance certificate required to be delivered to the Agent and the Lenders by Holdings pursuant to Section 5.1(d) of the Credit Agreement shall include a certification that Holdings has complied, in all material respects with its obligations to prepare and implement an Intellectual Property strategy and to obtain board approval for such strategy and for any material changes to such strategy or the implementation thereof or, if Holdings has not so complied, a statement to that effect.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor (or, with respect to the following clause (a), without the prior written consent of the Required Lenders, any other Product Intellectual Property Rights) (a) may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or (b) which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except Except, with the prior written consent of the Required Lenders (which shall not be unreasonably withheld), to the extent deemed prudent in its reasonable business judgment as could not reasonably be expected to have a Material Adverse Effectdetermined by such Grantor in good faith and in the ordinary course of business as generally conducted by it, it shall not, with respect to any Trademarks constituting Material Intellectual Propertyowned or in-licensed by the Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse EffectExcept for the abandonment of applications that occurs in the ordinary course of prosecution, it shall, promptly following on a quarterly basis, after any Grantor obtains knowledge thereof and in any case prior to any abandonment or dedication to the creation public or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright placement in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effectpublic domain occurring, it shall promptly notify the Collateral Administrative Agent if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, domain or (yb) invalid or unenforceableunenforceable excluding, or (z) subject to in each case, non-final office actions and any adverse determination or development (including the institution statutory expiration of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any state registrysuch Intellectual Property; (viv) except where Except for the failure to do so could not reasonably be expected to have a Material Adverse Effectabandonment of applications that occurs in the ordinary course of prosecution, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, Patent and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(a), 11(b), Schedule 4.5(A) and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to timeB); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, to the extent deemed prudent in its reasonable business judgment as determined by such Grantor in good faith or in the ordinary course of business as generally conducted by it, such Grantor shall promptly take all commercially reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property Property, including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vi) it shall on a quarterly basis report to the Administrative Agent (i) the filing of any application to register any U.S. Patents or U.S Trademarks with the United States Patent and Trademark Office, or U.S. Copyrights with the United States Copyright Office, or any successor agency or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof by or on behalf of the Grantor) and (ii) the registration of any U.S. Patents, U.S. Trademarks or U.S. Copyrights by any such office by or on behalf of the Grantor, in each case by executing and delivering to the Administrative Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all supplements to Schedules thereto and shall execute and deliver to the Administrative Agent with respect to any such Intellectual Property a Patent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as applicable, in each case in the forms attached hereto as Exhibits B, C and D; (vii) it shall, promptly upon the reasonable request of the Administrative Agent, execute and deliver to the Administrative Agent the Intellectual Property Security Agreements (the “Trademark Security Agreement”, the “Copyright Security Agreement”, and “Patent Security Agreement”), as applicable, set forth hereto as Exhibits B, C and D with respect to any U.S. Trademarks, U.S. Patents or U.S. Copyrights acquired by Grantor following the Effective Date, whether now owned or hereafter acquired; (viii) except with the prior written consent of the Administrative Agent or as permitted under the Financing Agreement, each Grantor shall not execute, shall not file and shall not consent to the filing of any financing statement or other document or instruments in any public office, except financing statements or other documents or instruments filed or to be filed in favor of the Administrative Agent; (ix) it shall hereafter use commercially reasonable efforts so as not to permit the inclusion in any contract to which it hereafter becomes a party of any provision that could not reasonably be expected to have materially impair or prevent the creation of a Material Adverse Effectsecurity interest in, or the assignment of, such Xxxxxxx’s rights and interests in any property included within the definitions of any Intellectual Property acquired under such contracts; (x) to the extent deemed prudent in its reasonable business judgment as determine by such Grantor in good faith or in the ordinary course of business as generally conducted by it, it shall not (take reasonable steps to maintain the confidentiality of, and shall not permit any licensee or sublicensee thereof under otherwise protect and enforce its control to) rights in, non-public Intellectual Property, including, as applicable (A) do any act or omit protecting the secrecy and confidentiality of its confidential information and Trade Secrets by having and enforcing a policy requiring all current employees, consultants, licensees, vendors and contractors with access to do any act whereby any portion of the Copyrights may become invalidated or otherwise impaired such information to execute appropriate confidentiality agreements and (B) do any act taking actions reasonably necessary to ensure that no Trade Secret owned or omit to do any act whereby any portion of in-licensed by the Copyrights may fall Grantor falls into the public domain; (viiixi) except as could not reasonably be expected to have a Material Adverse Effect, it shall not (nor enter, and shall the licensees prohibit any of its Subsidiaries from entering, into any agreement to receive any license or sublicensees under its control) do rights in any act that uses any Material Intellectual Property to infringe, misappropriate, or violate the intellectual property rights of any other PersonPerson which relate to any Product or the Lucinatib Product, any clinical trial for any Product administered by or on behalf of the Company (including the ATHENA Trial) or research, development, use, manufacture, licensure, packaging, processing, delivery or Commercialization of any Product or the Lucinatib Product or any services provided in connection with any Product or the Lucinatib Product, unless such Grantor has used commercially reasonable efforts to permit the assignment of or grant of a security interest in such agreement (and all rights of Grantor thereunder) to the Administrative Agent (and any transferees of the Administrative Agent); and (ixxii) except where notwithstanding the failure foregoing, the Administrative Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default, to do so could not reasonably be expected notify, or require any Grantor to have a Material Adverse Effectnotify, it shall take all steps reasonably necessary any obligors with respect to protect any such amounts of the secrecy existence of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documentsthe security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property Collateral which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Property, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iviii) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent if it knows or has reason to know that any item of Material the Intellectual Property Collateral that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office Office, and state registry, any foreign counterpart of the foregoing, or any state registrycourt; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property Collateral (except for such works with respect to which such Grantor has determined in the exercise of its commercially reasonable judgment that it shall not seek registration) including, but not limited to, those items on Schedules 11(aSchedule 3.6(A), 11(b), (C) and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to timeE); (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property Collateral owned by or exclusively licensed to any Grantor that is or has been material to the business of such Grantor is infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its exclusive rights in such Material Intellectual Property Collateral including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vi) it shall promptly (but in no event more than thirty days after any Grantor obtains knowledge thereof) report to the Collateral Agent (i) the filing of any application to register any Intellectual Property Collateral with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof) and (ii) the registration of any Intellectual Property Collateral by any such office, in each case by executing and delivering to the Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all Supplements to Schedules thereto; (vii) except as could not reasonably be expected to have a Material Adverse Effectit shall, it shall not (and shall not permit any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion promptly upon the reasonable request of the Copyrights may become invalidated Collateral Agent, execute and deliver to the Collateral Agent any document required to acknowledge, confirm, register, record, or otherwise impaired and (B) do perfect the Collateral Agent's interest in any act or omit to do any act whereby any portion part of the Copyrights may fall into the public domainIntellectual Property Collateral, whether now owned or hereafter acquired; (viii) except with the prior consent of the Collateral Agent or as could not reasonably be expected to have a Material Adverse Effectpermitted under the Credit Agreement, it each Grantor shall not (nor execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to be filed in favor of the Collateral Agent, and each Grantor shall not sell, assign, transfer, license, grant any option, or create or suffer to exist any Lien upon or with respect to the licensees or sublicensees under its control) do any act that uses any Material Intellectual Property to infringeCollateral, misappropriateexcept (i) for the Lien created by and under this Agreement and the other Credit Documents, (ii) Permitted Liens and (iii) that a Grantor may license or violate sublicense its Intellectual Property in the intellectual property rights ordinary course of any other Person; andits business; (ix) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees trade secrets relating to the products and labeling and restricting access to secret information and documents.services

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such the Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Property, which are material to the business of the Grantor cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each the Grantor shall take all commercially reasonable steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following the creation or acquisition of any Copyrightable work constituting Material Intellectual Property, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent Grantee if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of the Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, unenforceable or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all commercially reasonable steps necessary to preserve the rights and interests of the Grantor in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any the Grantor and material to its the business of the Grantor which is now or shall become included in the Material Intellectual Property constituting Collateral including, but not limited to, those items on Schedules 11(a), 11(b), and 11(c) to the Perfection Certificate (as such schedules may be amended or supplemented from time to time)Schedule 4.09; (viv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property owned by or exclusively licensed to any the Grantor, and in either event that is material to the business of the Grantor is or has been infringed, misappropriated, or diluted by a third party, such the Grantor shall promptly take all commercially reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vi) it shall promptly (but in no event more than thirty (30) days after the Grantor obtains knowledge thereof) report to the Grantee (a) the filing of any application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by the Grantor or through any agent, employee, licensee, or designee thereof) and (b) the registration of any Intellectual Property by any such office, in each case by executing and delivering to the Grantee a completed Pledge Supplement together with all Supplements to Schedules thereto; (vii) except as could not reasonably be expected it shall, execute and deliver to have a Material Adverse Effectthe Grantee any document required to acknowledge, it shall not (and shall not permit confirm, register, record, or perfect the Grantee’s interest in any licensee or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion part of the Copyrights may become invalidated or otherwise impaired Intellectual Property constituting Collateral, whether now owned hereafter acquired (including, but not limited to, each IP Security Agreement), in form and (B) do any act or omit substance satisfactory to do any act whereby any portion of the Copyrights may fall into the public domainGrantee; (viii) except with the prior written consent of the Grantee or as could not reasonably be expected to have a Material Adverse Effectpermitted under the DIP Credit Agreement, it the Grantor shall not (nor shall the licensees execute any financing statement or sublicensees under its control) do other document or instruments against any act that uses any Material Intellectual Property of the Grantor constituting Collateral except financing statements or other documents or instruments filed or to infringebe filed in favor of the Grantee and the Grantor shall not sell, misappropriateassign, transfer, license, grant any option, or violate create or suffer to exist any Lien upon or with respect to the intellectual property rights of any other Person; andIntellectual Property; (ix) except where use commercially reasonable efforts not to permit the failure inclusion in any contract to do so could not reasonably be expected to have which it becomes a Material Adverse Effectparty of any provision that would in any way materially impair or prevent the creation of a security interest in, or the assignment of, the rights and interests of the Grantor in any property included within the definitions of any Intellectual Property acquired under such contracts; (x) it shall take all commercially reasonable steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; and (xi) it shall continue to collect, at its own expense, all amounts due or to become due to the Grantor in respect of the Intellectual Property constituting Collateral or any portion thereof. In connection with such collections, the Grantor may take (and, at Grantee’s reasonable direction, shall take) such action as the Grantor (or the Grantee) may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, following the occurrence and during the continuation of an Event of Default, the Grantee shall have the right at any time, to notify, or require the Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.

Covenants and Agreements. Each Grantor hereby covenants and agrees as follows: (i) except where such act or failure to omission could not reasonably be expected to have a Material Adverse Effect, it shall not do any act or omit to do any act whereby any of the Material Intellectual Property which is material to the business of such Grantor may lapse, or become abandoned, dedicated to the public, invalid, or unenforceable, or placed in the public domain, or, in the case of a Trade Secret, lose its competitive value, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein; (ii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not, with respect to any Trademarks constituting Material Intellectual Propertywhich are material to the business of any Grantor, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and each Grantor shall take all steps necessary to insure that licensees of such Trademarks use such consistent standards of quality; (iii) except where such failure to register could not reasonably be expected to have a Material Adverse Effect, it shall, promptly following within thirty (30) days of the creation or acquisition of any Copyrightable work constituting Material Intellectual Propertywhich is material to the business of Grantor, apply to register the Copyright in the United States Copyright Office; (iv) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall promptly notify the Collateral Agent Trustee if it knows or has reason to know that any item of Material the Intellectual Property that is material to the business of any Grantor may become (xa) abandoned or dedicated to the public or placed in the public domain, (yb) invalid or unenforceable, or (zc) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office or Office, any state registry, any foreign counterpart of the foregoing, or any court; (v) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, it shall take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office Office, any state registry or any state registryforeign counterpart of the foregoing, to pursue any application and maintain any registration of each Trademark, Patent, and Copyright owned by any Grantor and material to its business which is now or shall become included in the Material Intellectual Property including, but not limited to, those items on Schedules 11(aSchedule 4.7(A), 11(b), (C) and 11(c(E) to the Perfection Certificate (as such schedules each may be amended or supplemented from time to time); (vi) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, in the event that any Material Intellectual Property listed on Schedule 4.7 owned by or exclusively licensed to any Grantor is or has been infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Material Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages; (vii) except as could not reasonably be expected to have a Material Adverse Effect, it shall not promptly (but in no event more than thirty (30) days after any Grantor obtains knowledge thereof) report to the Collateral Trustee (i) the filing of any application to register any Intellectual Property listed on Schedule 4.7 with the United States Patent and shall not permit Trademark Office, the United States Copyright Office, or any licensee state registry or sublicensee thereof under its control to) (A) do any act or omit to do any act whereby any portion foreign counterpart of the Copyrights may become invalidated foregoing (whether such application is filed by such Grantor or otherwise impaired through any agent, employee, licensee, or designee thereof) and (Bii) do the registration of any act or omit Intellectual Property listed on Schedule 4.7 by any such office, in each case by executing and delivering to do any act whereby any portion the Collateral Trustee a completed Pledge Supplement, substantially in the form of the Copyrights may fall into the public domainExhibit A attached hereto, together with all Supplements to Schedules thereto; (viii) except as could not reasonably be expected it shall, promptly upon the reasonable request of the Collateral Trustee, execute and deliver to have a Material Adverse Effectthe Collateral Trustee any document required to acknowledge, it shall not (nor shall confirm, register, record, or perfect the licensees or sublicensees under its control) do Collateral Trustee's interest in any act that uses any Material part of the Intellectual Property to infringelisted on Schedule 4.7, misappropriate, whether now owned or violate the intellectual property rights of any other Person; andhereafter acquired; (ix) except where with the failure prior consent of the Collateral Trustee or as permitted under the Parity Lien Documents, each Grantor shall not execute, and there will not be on file in any public office, any financing statement or other document or instruments, except financing statements or other documents or instruments filed or to do so could be filed in favor of the Collateral Trustee and each Grantor shall not reasonably be expected sell, assign, transfer, license, grant any option, or create or suffer to have a Material Adverse Effectexist any Lien upon or with respect to the Intellectual Property, except for the Lien created by and under this Agreement and the other Parity Lien Documentss; (x) it shall take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents; (xi) it shall use proper statutory notice in connection with its use of any of the Intellectual Property; and (xii) it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at the Collateral Trustee's reasonable direction, shall take) such action as such Grantor or the Collateral Trustee may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Collateral Trustee shall have the right at any time, to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby.